Common use of Warehouse Services Clause in Contracts

Warehouse Services. The Service Provider, as an independent contractor, agrees to perform the services set forth below for the benefit of the Company from time to time. The duties of the Service Provider with respect to each Facility shall commence upon the Company’s delivery of a copy of the executed Facility Documents to the Service Provider. (a) In connection with each Transaction under each Facility, the Service Provider shall: (i) if such Transaction is the initial Transaction under such Facility, assist the Company in negotiating the Facility Documents between the Company and the Transaction Counterparty and collecting and receiving insurance certificates, organizational documents, incumbency certificates, opinions of counsel and other documents and instruments the delivery of which are conditions precedent to such initial Transaction; (ii) whether or not such Transaction is the initial Transaction under such Facility: (A) review the request for a Transaction, request for custodial certification (if applicable) and mortgage loan schedule submitted by the Transaction Counterparty; (B) if the mortgage loan schedule contains erroneous computer data, is not formatted properly or computer fields are otherwise improperly aligned, notify the Transaction Counterparty and request appropriate corrections; (C) review the mortgage loan schedule to assess the compliance of the Mortgage Loans with the eligibility criteria set forth in the Facility Agreement; (D) based on the mortgage loan schedule, determine the market values of the Mortgage Loans and calculate the purchase price for each Mortgage Loan that satisfies the eligibility criteria set forth in the Facility Agreement; (E) if the Mortgage Loan would otherwise fail to satisfy the eligibility criteria set forth in the Facility Agreement, determine whether to purchase the Mortgage Loan on behalf of the Company, prepare a proposed purchase confirmation setting forth the purchase price, pricing rate, market value, repurchase date and other terms of such Transaction; (F) calculate whether the aggregate purchase price for the Mortgage Loans to become subject to such Transaction, together with the aggregate purchase price of all Mortgage Loans already subject to a Transaction, would exceed the aggregate commitment amount or any sub-limits set forth in the Facility Documents; (G) with respect to each Mortgage Loan to be purchased, review the trust receipts delivered by the related custodian to confirm the custodian’s possession of the Mortgage File without material exception or, if the Mortgage Loan Documents were delivered to the Company or the Service Provider, review the Mortgage File to confirm the presence of all required Mortgage Loan Documents, and, if applicable, confirm the presence of evidence of the delivery of an escrow instruction letter to the settlement agent; (H) retrieve specific data from the Mortgage Files for the Mortgage Loans to be purchased to the extent that such data is required in order for such Mortgage Loans to be properly serviced; (I) with respect to the Mortgage Loans to be purchased by the Company under such Transaction, calculate the final purchase prices, request funds and direct payment to the appropriate party on the applicable purchase date; (J) prepare directions to Transaction Counterparties or to the servicer under the Facility with respect to the remittance of prepayments in full of Mortgage Loans; (K) with respect to the Mortgage Loans purchased by the Company and to be repurchased by the Transaction Counterparty under such Transaction, calculate the repurchase prices and deliver instructions for the receipt of payment of the repurchase prices on the applicable repurchase date; (iii) if the Company desires to re-warehouse any Mortgage Loans to be purchased in such Transaction and whether or not such Transaction is the initial Transaction under such Facility: (A) assist the Company in determining the appropriate re-warehouse facility as between or among the Company’s re-warehouse facility providers; (B) prepare and deliver to the re-warehouse provider a request for a re-warehouse transaction and deliver the request for custodial certification (if applicable) and mortgage loan schedule submitted by the Transaction Counterparty; (C) with respect to the Mortgage Loans to be purchased by the Company under such Transaction and further sold to the applicable re-warehouse provider, verify the final re-warehouse purchase prices, request funds and direct payment to the appropriate party on the applicable purchase date; (D) deliver instructions to the Company with respect to the settlement of margin calls made by the re-warehouse provider; (E) deliver instructions to the re-warehouse provider with respect to the settlement of margin calls made by the re-warehouse provider; and (F) provide all other services set forth in Section 3.04(a)(ii) to the extent that such activities are within the power of the Company as the borrower or seller under such re-warehouse facility and are applicable to the Company as a borrower or seller in such a re-warehousing transaction. (b) In connection with each Facility during any period when one or more Transactions are outstanding, the Service Provider shall, from time to time: (i) perform calculations of pricing differentials in accordance with the Facility Documents, deliver notices of pricing differentials and required pricing differential payments to the Transaction Counterparty and assist the Company in settling pricing differential payments with the Transaction Counterparty; (ii) monitor the duration of draws by Transaction Counterparties on the Facilities and monitoring the duration of such draws or usage; (iii) assist the Company as requested in determining asset values and, on the basis of such asset values, calculate any margin deficits in accordance with the Facility Documents, prepare margin call notices and assist the Company in settling the receipt of any cash, property or other assets to be transferred by the Transaction Counterparty to cure a margin deficit; and (iv) review financial statements and certifications delivered by the Transaction Counterparty or any guarantor and determine, solely on the basis thereof, whether the Transaction Counterparty is in compliance with net worth, liquidity, leverage, profitability or other financial covenants set forth in the Facility Documents.