Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated September 28, 2012 (as amended or otherwise modified from time to time, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which were parties to the Prior Agreement and shall be distributed (to the extent received from the Seller) to such Buyers on the basis of the Funding Shares in effect under the Prior Agreement. Furthermore, it is acknowledged and agreed that all fees paid under the Prior Agreement shall not be recalculated, redistributed or reallocated by Agent among the Buyers. The remainder of this page is intentionally blank; signature pages follow.
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Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Amended and Restated Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated September 284, 2012 2015 (as amended or otherwise modified from time to time, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which 113 Bodman_16842095_7 were parties to the Prior Agreement and shall be distributed (to the extent received from the Seller) to such Buyers on the basis of the Funding Shares in effect under the Prior Agreement. Furthermore, it is acknowledged and agreed that all fees paid under the Prior Agreement shall not be recalculated, redistributed or reallocated by Agent among the Buyers. The remainder of this page is intentionally blank; signature pages follow. 114 Bodman_16842095_7 EXECUTED as of the Effective Date. PULTE MORTGAGE LLC as Seller and Servicer By: \s\ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP/CFO Bodman_16842095_7 COMERICA BANK as Agent, Lead Arranger and a Buyer By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: Art ▇▇▇▇▇▇ Title: Senior Vice President Bodman_16842095_7 BMO ▇▇▇▇▇▇ BANK N.A. By: \s\ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Assistant VP Bodman_16842095_7 TRUIST BANK, formerly known as BRANCH BANKING AND TRUST COMPANY By: \s\ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: VP Bodman_16842095_7 EXHIBIT A To Master Repurchase Agreement FORM OF REQUEST/CONFIRMATION To: From: Comerica Bank, Agent Pulte Mortgage LLC Comerica Bank Tower ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Attention: Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Email: And Comerica Bank, Agent ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Please refer to the Second Amended and Restated Master Repurchase Agreement dated as of July 30, 2020 among Pulte Mortgage LLC (the “Seller”), the buyers from time to time party thereto (the “Buyers”) and Comerica Bank, as agent to the Buyers (in such capacity, the “Agent”) (as it may have been or may hereafter be supplemented, amended, restated or otherwise modified from time to time, the “Current Repurchase Agreement”). Any term defined in the Current Repurchase Agreement and used in this request shall have the meaning given to it in the Current Repurchase Agreement. The Seller currently qualifies under the Current Repurchase Agreement for, and hereby requests, purchases of Eligible Loans as set forth below (the “Requested Purchases”) to be made on the following Purchase Date: ____________________, 202_____ (which must be a Business Day). Regular Transaction Swing Line Transaction Previous Day Aggregate Outstanding Purchase Price Purchase Price Advanced (Eligible Loans) A-1 Bodman_16842095_7 Repurchase Price Paid Aggregate Outstanding Purchase Price After giving effect to the Requested Purchases, the Aggregate Outstanding Purchase Price will not exceed the Maximum Aggregate Commitment. The Seller has delivered to the Custodian today multiple Mortgage Loan Transmission Files. All Mortgage Loans listed in such Mortgage Loan Transmission Files and included in the foregoing calculations (the “Purchased Loans”) are Eligible Loans. For each of the Purchased Loans the representations set forth in Section 15.3 and 15.4 of the Current Repurchase Agreement are true and correct. Pursuant to the terms of the Custody Agreement and acknowledging and agreeing that new value, as that term is used in the Michigan Uniform Commercial Code, has been given in reliance thereon, the Seller hereby sells, negotiates and transfers to the Buyers the Mortgage Loans listed on the attached Schedule of Mortgage Loans. The Seller acknowledges that the Agent and the Buyers will rely on the truth of each statement in this Request/Confirmation and the Mortgage Loan Transmission Files in purchasing the Purchased Loans referred to herein. The Purchase Prices for the Purchased Loans should be deposited in the Funding Account to be accessed and disbursed as provided in, and subject to the terms and conditions of, the Current Repurchase Agreement. No Default has occurred under the Repurchase Documents that has not been cured by the Seller or declared in writing by the Agent to have been waived in accordance with Section 22, and no Event of Default has occurred under the Repurchase Documents that the Agent has not declared in writing to have been waived (in accordance with Section 22). There has been no material adverse change in any of the Central Elements in respect of the Seller since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers. All items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the Requested Purchases have been delivered in all respects as required by the Current Repurchase Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission Files conform in all material respects with all applicable requirements of the Current Repurchase Agreement and the other Repurchase Documents. The Seller hereby warrants and represents to the Buyers and the Agent that none of the Purchased Loans has been sold to any Person other than the Buyers (except for Purchased Loans previously sold to the Parent under the Parent Repurchase Agreement, provided that the Parent Custodian has released all Liens and other right, title and interest in and to said Purchased Loans in connection with such repurchase), is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under the Current Repurchase Agreement. A-2 Bodman_16842095_7 The undersigned Seller Representative hereby certifies that all of the Seller’s representations and warranties (a) in the Current Repurchase Agreement and all of the other Repurchase Documents (except only to the extent that (i) such a representation or warranty speaks to a specific date or (ii) the facts on which a representation or warranty is based have been changed by transactions or conditions contemplated or expressly permitted by the Repurchase Documents) and (b) in this request, are true and correct in all material respects on the date of this request; and that conditions to the Requested Purchases set forth in the Current Repurchase Agreement have been or will be satisfied contemporaneously herewith. PULTE MORTGAGE LLC By: ________________________ Name: ________________________ Title: ________________________ A-3 Bodman_16842095_7
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Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated September 28October 25, 2012 2010, as amended by Amendment No. 1 dated October 20, 2011, (as amended or otherwise modified from time to timeamended, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which were parties to the Prior Agreement and shall be distributed (to the extent received from the Seller) to such Buyers on the basis of the Funding Shares in effect under the Prior Agreement. Furthermore, it is acknowledged and agreed that all fees paid under the Prior Agreement shall not be recalculated, redistributed or reallocated by Agent among the Buyers. EXECUTED as of the Effective Date. As Seller and Servicer By: \s\ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President \ Chief Financial Officer As Agent, Lead Arranger and a Buyer By: \s\ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: \s\ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By: \s\ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: \s\ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President To: From: Comerica Bank, Agent Pulte Mortgage LLC Comerica Bank Tower ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Attention: Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Email: And Comerica Bank, Agent ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Please refer to the Master Repurchase Agreement dated September 28, 2012 among Pulte Mortgage LLC (the “Seller”), the buyers from time to time party thereto (the “Buyers”) and Comerica Bank, as agent to the Buyers (in such capacity, the “Agent”) (as it may have been or may hereafter be supplemented, amended, restated or otherwise modified from time to time, the “Current Repurchase Agreement”). Any term defined in the Current Repurchase Agreement and used in this request shall have the meaning given to it in the Current Repurchase Agreement. The remainder Seller currently qualifies under the Current Repurchase Agreement for, and hereby requests, purchases of Eligible Loans as set forth below (the “Requested Purchases”) to be made on the following Purchase Date: ____________________, 201_____ (which must be a Business Day). Regular Transaction Swing Line Transaction Previous Day Aggregate Outstanding Purchase Price Purchase Price Advanced (Eligible Loans) ▇▇▇▇▇▇▇▇▇▇ Price Paid Aggregate Outstanding Purchase Price After giving effect to the Requested Purchases, the Aggregate Outstanding Purchase Price will not exceed the Maximum Aggregate Commitment. The Seller has delivered to the Custodian today multiple Mortgage Loan Transmission Files. All Mortgage Loans listed in such Mortgage Loan Transmission Files and included in the foregoing calculations (the “Purchased Loans”) are Eligible Loans. For each of the Purchased Loans the representations set forth in Section 15.3 and 15.4 of the Current Repurchase Agreement are true and correct. Pursuant to the terms of the Custody Agreement and acknowledging and agreeing that new value, as that term is used in the Michigan Uniform Commercial Code, has been given in reliance thereon, the Seller hereby sells, negotiates and transfers to the Buyers the Mortgage Loans listed on the attached Schedule of Mortgage Loans. The Seller acknowledges that the Agent and the Buyers will rely on the truth of each statement in this Request/Confirmation and the Mortgage Loan Transmission Files in purchasing the Purchased Loans referred to herein. The Purchase Prices for the Purchased Loans should be deposited in the Funding Account to be accessed and disbursed as provided in, and subject to the terms and conditions of, the Current Repurchase Agreement. No Default has occurred under the Repurchase Documents that has not been cured by the Seller or declared in writing by the Agent to have been waived in accordance with Section 22, and no Event of Default has occurred under the Repurchase Documents that the Agent has not declared in writing to have been waived (in accordance with Section 22). There has been no material adverse change in any of the Central Elements in respect of the Seller since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers. All items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the Requested Purchases have been delivered in all respects as required by the Current Repurchase Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission Files conform in all material respects with all applicable requirements of the Current Repurchase Agreement and the other Repurchase Documents. The Seller hereby warrants and represents to the Buyers and the Agent that none of the Purchased Loans has been sold to any Person other than the Buyers (except, in the case of Purchased Loans purchased in the Initial Transaction under Section 3.6 of the Current Repurchase Agreement, for sale to the Parent under the Parent Repurchase Agreement prior to the Effective Date, provided that such Purchased Loans have been repurchased by Seller on the Effective Date and the Parent Custodian has released all Liens and other right, title and interest in and to said Purchased Loans in connection with such repurchase), is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under the Current Repurchase Agreement. The undersigned Seller Representative hereby certifies that all of the Seller’s representations and warranties (a) in the Current Repurchase Agreement and all of the other Repurchase Documents (except only to the extent that (i) such a representation or warranty speaks to a specific date or (ii) the facts on which a representation or warranty is based have been changed by transactions or conditions contemplated or expressly permitted by the Repurchase Documents) and (b) in this request, are true and correct in all material respects on the date of this page request; and that conditions to the Requested Purchases set forth in the Current Repurchase Agreement have been or will be satisfied contemporaneously herewith. By: Name: Title: AGENT: Comerica Bank SELLER: Pulte Mortgage LLC SUBJECT PERIOD: ended , 201__ DATE: , 201__ This certificate is intentionally blankdelivered to the Agent and the Buyers under the Master Repurchase Agreement dated as of September 28, 2012 (as supplemented, amended or restated from time to time, the “Current Repurchase Agreement”), among the Seller, the Agent and the Buyers from time to time party thereto. Unless they are otherwise defined in this request, terms defined in the Current Repurchase Agreement have the same meanings here as there. The undersigned officer of the Seller certifies to the Agent that on the date of this certificate that:
1. The undersigned is an incumbent officer of the Seller, holding the title stated below the undersigned’s signature below.
2. The Seller’s Financial Statements that are attached to this certificate were prepared in accordance with GAAP (except that interim, i.e. other than annual, Financial Statements exclude notes to Financial Statements and statements of changes to stockholders’ equity and are subject to year-end adjustments) and (subject to the aforesaid proviso as to interim Financial Statements) present fairly the Seller’s financial condition and results of operations as of _________________ for that month (the “Subject Period”) and for the year to that date.
3. The undersigned officer of the Seller supervised a review of the Seller’s activities during the Subject Period in respect of the following matters and has determined the following:
(a) except to the extent that a representation or warranty speaks to a specific date, the representations and warranties of the Seller in the Current Repurchase Agreement and the other Repurchase Documents are true and correct in all material respects, other than the changes, if any, described on the attached Annex A;
(b) no event has occurred that could reasonably be expected to have a materially adverse effect on any of the Central Elements of the Seller;
(c) the Seller has complied with all of its obligations under the Repurchase Documents, other than the deviations, if any, described on the attached Annex A;
(d) no Default or Event of Default has occurred and is continuing, other than those Events of Default and/or Defaults, if any, described on the attached Annex A; signature pages follow.and
(e) compliance by the Seller with the financial covenants in Section 16.18, of the Current Repurchase Agreement is accurately calculated on the attached Annex A. By: Name: Title:
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