Most Favored Status. Seller agrees that should Seller or any Affiliate thereof enter into a repurchase agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to such Person with respect to any financial covenants (a “More Favorable Agreement”), the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Seller each further agrees to execute and deliver any additional agreements or amendments to this Repurchase Agreement evidencing such more favorable terms, provided that the execution of such agreements or amendments will not be a precondition to the effectiveness thereof, but will merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such repurchase agreement, credit facility or other comparable agreement with any Person other than Buyer, Seller shall deliver notice to Buyer of such More Favorable Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Most Favored Status. Seller agrees and Buyer each agree that should Seller or any Affiliate Subsidiary thereof enter into a repurchase agreement, warehouse facility or similar credit facility or other comparable agreement in each case providing mortgage warehouse financing with any Person other than (including, without limitation, Buyer or an Affiliate any of Buyer its Affiliates) which by its terms provides more favorable terms to such Person with respect to any financial covenants covering the same or similar matters set forth in Section 14.dd hereof (each, a “More Favorable Agreement”), ) then the Seller shall provide the Buyer with notice of such more favorable terms contained in such More Favorable Agreement within five (5) Business Days of entering into such More Favorable Agreement and the terms of this Repurchase Agreement or the Pricing Side Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Seller each further agrees to execute and deliver any additional agreements or amendments to this Repurchase Agreement evidencing such more favorable terms, provided that the execution of such agreements or amendments will not be a precondition to the effectiveness thereof, but will merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such repurchase agreement, credit facility or other comparable agreement with any Person other than Buyer, Seller shall deliver notice to Buyer of such More Favorable Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Walter Investment Management Corp)
Most Favored Status. Seller agrees and Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement, warehouse facility, guaranty or similar credit facility with any Person (including, without limitation, Buyer or any of its Affiliates) which by its terms provides any of the following (each, a “More Favorable Agreement”):
(a) more favorable terms with respect to any guaranties or financial or other comparable agreement with material covenants;
(b) a security interest to any Person other than Buyer or an Affiliate of Buyer which by its terms provides in substantially all assets of Seller or any Affiliate thereof; or
(c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s insurance policy maintained pursuant to Section 9.9 hereof; then the Seller shall provide the Buyer with prompt notice of such more favorable terms to contained in such Person with respect to any financial covenants (a “More Favorable Agreement”), Agreement and the terms of this Repurchase Agreement or the Transactions Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Seller each further agrees to execute and deliver any additional agreements or amendments to this Repurchase Agreement evidencing such more favorable termsPromptly, provided that the execution of such agreements or amendments will not be a precondition to the effectiveness thereof, but will merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such a repurchase agreement, agreement or other credit facility or other comparable agreement with any Person other than Buyer, Seller shall deliver notice to Buyer a true, correct and complete summary of the more favorable terms in such More Favorable Agreement.
Appears in 1 contract
Most Favored Status. Seller agrees Seller, Guarantors and the Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement, credit facility or other comparable agreement Warehouse Facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to such Person the Buyer with respect to any the financial covenants referred to in Section 14dd hereof (a “More Favorable Agreement”), the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Seller to the Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Seller each The Seller, the Guarantors, and the Buyer further agrees agree to execute and deliver any additional new agreements or amendments to this Repurchase Agreement evidencing such more favorable termsprovisions, provided that the execution of such agreements or amendments will amendment shall not be a precondition to the effectiveness thereofof such amendment, but will shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such a repurchase agreement, agreement or other credit facility or other comparable agreement with any Person other than the Buyer, Seller shall notify Buyer that it has entered into such repurchase agreement or other credit facility and deliver notice to Buyer a summary of the material terms related to the comparable financial covenants of such More Favorable Agreementrepurchase agreement or other credit facility in form and substance acceptable to Buyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Seller agrees Seller, Administrative Agent and Buyers each agree that should Seller or any Affiliate thereof enter into a repurchase agreement, agreement or credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms to such Person with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 or Section 2 of the Pricing Side Letter (Financial Covenants) (a “More Favorable Agreement”), ) then the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer Administrative Agent of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstatedreinstated without any further action or consent on the part of the parties hereto. Administrative Agent, Seller each and Buyers further agrees agree to execute and deliver any additional new guaranties, agreements or amendments to this Repurchase Agreement evidencing such more favorable termsprovisions, provided that the execution of such agreements or amendments will amendment shall not be a precondition to the effectiveness thereofof such amendment, but will shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such repurchase agreement, credit facility or other comparable agreement with any Person other than Buyer, Seller shall deliver notice to Buyer of such More Favorable Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Most Favored Status. Seller agrees and Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement, warehouse facility, guaranty or similar credit facility or other comparable agreement (which shall include without limitation a renewal of any such existing facility) with any Person other than (including, without limitation, Buyer or an Affiliate of Buyer Buyer) which by its terms provides more favorable terms to such Person with respect to any of the financial covenants or reporting requirements (each, a “More Favorable Agreement”), than the terms of this Repurchase Agreement or the Addendum, Seller shall promptly provide Buyer with notice of such more favorable terms contained in such More Favorable Agreement (which notice may be provided in Sellers’ next delivery of Schedule 4 to its Officer’s Compliance Certificate). Upon receipt of such notice, Buyer shall have the right to require that this Agreement or the Addendum, as applicable, be deemed automatically amended to include such more favorable terms contained in such More Favorable AgreementAgreement (as described in such notice), such that such terms operate in favor of Buyer or an Affiliate of Buyer by providing Seller with confirmation of such deemed amendment; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated.
12. Seller each further agrees to execute and deliver any additional agreements or amendments to this Repurchase Agreement evidencing such more favorable terms, provided that the execution of such agreements or amendments will not be a precondition to the effectiveness thereof, but will merely be for the convenience Section 14(f)(2) of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into any such repurchase agreementMRSC is hereby deleted in its entirety and replaced as follows (solely for convenience, credit facility or other comparable agreement with any Person other than Buyer, Seller shall deliver notice to Buyer of such More Favorable Agreement.the modified text is italicized):
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (Stonegate Mortgage Corp)