Grouped Into 5 Collections of Similar Clauses From Business Contracts
This page contains Applicability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Applicability. DEFINITIONS AND INTERPRETATION 1 3. THE TRANSACTIONS 20 4. CONFIRMATION 24 5. TAKEOUT COMMITMENTS 24 6. PAYMENT AND TRANSFER 25 7. MARGIN MAINTENANCE 25 8. TAXES; TAX TREATMENT 26 9. SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT 28 10. CONDITIONS PRECEDENT 30 11. RELEASE OF PURCHASED ASSETS 33 12. RELIANCE 34 13. REPRESENTATIONS AND WARRANTIES 34 14. COVENANTS OF SELLER 37 15. REPURCHASE OF PURCHASED ASSETS 45 16. SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION 46 17. EVEN...TS OF DEFAULT 49 18. REMEDIES 52 19. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 54 20. USE OF EMPLOYEE PLAN ASSETS 54 21. INDEMNITY 54 22. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 56 23. REIMBURSEMENT; SET-OFF 56 24. FURTHER ASSURANCES 57 25. ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 58 26. TERMINATION 58 27. REHYPOTHECATION; ASSIGNMENT 58 28. AMENDMENTS, ETC. 59 29. SEVERABILITY 59 30. BINDING EFFECT; GOVERNING LAW 59 31. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 59 32. SINGLE AGREEMENT 60 33. INTENT 60 34. NOTICES AND OTHER COMMUNICATIONS 62 35. CONFIDENTIALITY 63 36. DUE DILIGENCE 64 37. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM 65 38. EXECUTION IN COUNTERPARTS 66 39. CONTRACTUAL RECOGNITION OF BAIL-IN 66 40. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION 67 41. NOTICE REGARDING CLIENT MONEY RULES 67 - i - SCHEDULES AND EXHIBITS EXHIBIT A-1 MONTHLY CERTIFICATION EXHIBIT A-2 QUARTERLY CERTIFICATION EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS EXHIBIT C FORM OF TRANSACTION NOTICE EXHIBIT D FORM OF GOODBYE LETTER EXHIBIT E FORM OF WAREHOUSE LENDER'S RELEASE EXHIBIT F LIST OF DISAPPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED INCOME CLEARING CORPORATION EXHIBIT G FORM OF ESCROW INSTRUCTION LETTER EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE EXHIBIT I FORM OF CORRESPONDENT SELLER RELEASE EXHIBIT J FORM OF SELLER FINANCIAL STATEMENTS (ANNUAL) EXHIBIT K FORM OF SELLER FINANCIAL STATEMENTS (PERIODIC) - ii - MASTER REPURCHASE AGREEMENT Dated as of September 8, 2020 BETWEEN: BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, "Barclays" or a "Purchaser") and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, "Agent"), and United Shore Financial Services, LLC, in its capacity as a seller (together with its permitted successors and assigns in such capacity hereunder, "Seller"). Each such transaction shall be referred to herein as a "Transaction," and shall be governed by this Agreement. This Agreement sets forth the procedures to be used in connection with periodic requests for Purchaser to enter into Transactions with Seller. Seller hereby acknowledges that Purchaser is under no obligation to enter into, any Transaction pursuant to this Agreement with respect to the Uncommitted Amount. Seller acknowledges that during the term of this Agreement, Agent may undertake to join any of Sheffield Receivables Corporation, Barclays Bank Delaware, any other asset-backed commercial paper conduit administered by Agent or any Affiliate of the Agent as additional purchasers under this Agreement, and Seller hereby consents to the joinder of such additional purchasers.View More
Applicability. DEFINITIONS AND INTERPRETATION 1 3. THE TRANSACTIONS 20 24 4. CONFIRMATION 24 27 5. TAKEOUT COMMITMENTS 24 [Reserved] 27 6. PAYMENT AND TRANSFER 25 27 7. MARGIN MAINTENANCE 25 28 8. TAXES; TAX TREATMENT 26 28 9. SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT 28 31 10. CONDITIONS PRECEDENT 30 33 11. RELEASE OF PURCHASED ASSETS 33 38 12. RELIANCE 34 38 13. REPRESENTATIONS AND WARRANTIES 34 38 14. COVENANTS OF SELLER 37 41 15. REPURCHASE OF PURCHASED ASSETS 45 49 16. SERVICING OF TH...E MORTGAGE LOANS; SERVICER TERMINATION 46 50 17. EVENTS OF DEFAULT 49 53 18. REMEDIES 52 56 19. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 54 58 20. USE OF EMPLOYEE PLAN ASSETS 54 59 21. INDEMNITY 54 59 22. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 56 60 23. REIMBURSEMENT; SET-OFF 56 60 24. FURTHER ASSURANCES 57 61 25. ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 58 62 26. TERMINATION 58 62 27. REHYPOTHECATION; ASSIGNMENT 58 62 28. AMENDMENTS, ETC. 59 63 29. SEVERABILITY 59 63 30. BINDING EFFECT; GOVERNING LAW 59 63 31. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 59 64 32. SINGLE AGREEMENT 60 64 33. INTENT 60 65 34. NOTICES AND OTHER COMMUNICATIONS 62 65 35. CONFIDENTIALITY 63 67 36. DUE DILIGENCE 64 67 37. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM 65 68 38. EXECUTION IN COUNTERPARTS 66 39. CONTRACTUAL RECOGNITION OF BAIL-IN 66 40. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION 67 41. NOTICE REGARDING CLIENT MONEY RULES 67 - i - AMENDMENT AND RESTATEMENT 69 -i- SCHEDULES AND EXHIBITS EXHIBIT A-1 A FORM OF MONTHLY CERTIFICATION EXHIBIT A-2 QUARTERLY CERTIFICATION EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS EXHIBIT C FORM OF TRANSACTION NOTICE EXHIBIT D FORM OF GOODBYE LETTER EXHIBIT E FORM OF WAREHOUSE LENDER'S RELEASE EXHIBIT F LIST OF DISAPPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED INCOME CLEARING CORPORATION EXHIBIT G FORM OF ESCROW INSTRUCTION LETTER EXHIBIT H H-1 FORM OF SELLER MORTGAGE LOAN SCHEDULE EXHIBIT I FORM OF CORRESPONDENT SELLER RELEASE EXHIBIT J H-2 FORM OF SELLER FINANCIAL STATEMENTS (ANNUAL) RTL MORTGAGE LOAN SCHEDULE EXHIBIT K I-A FORM OF SELLER FINANCIAL STATEMENTS (PERIODIC) - ii - INSTRUCTION LETTER SCHEDULE 1 SCHEDULED COMPETITORS -ii- AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of September 8, 2020 July 13, 2018 BETWEEN: BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, "Barclays" or a "Purchaser") and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, "Agent"), and United Shore Financial Services, LLC, Velocity Commercial Capital, LLC in its capacity as a seller (together with its permitted successors and assigns in such capacity hereunder, "Seller"). "Seller") 1. APPLICABILITY Purchaser shall from time to time, upon the terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and may from time to time, upon the terms and conditions set forth herein agree to enter into transactions on an uncommitted basis with respect to the Uncommitted Amount, in which Seller sells to Purchaser Eligible Mortgage Loans, on a servicing-released basis, against the transfer of funds by Purchaser, with a simultaneous agreement by Purchaser to transfer to Seller such Purchased Assets on a date certain not later than one year following such transfer, against the transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) the Asset Base. Each such transaction shall be referred to herein as a "Transaction," and shall be governed by this Agreement. This Except with respect to the Committed Amount, this Agreement is not a commitment by Purchaser to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Purchaser to enter into Transactions with Seller. Seller hereby acknowledges that Purchaser is under no obligation to enter into, any Transaction pursuant to this Agreement with respect to the Uncommitted Amount. Seller acknowledges that during the term of this Agreement, Agent may undertake to join any either one or both of Sheffield Receivables Corporation, Corporation and Barclays Bank Delaware, any other asset-backed commercial paper conduit administered by Agent or any Affiliate of the Agent Delaware as additional purchasers under this Agreement, and Seller hereby consents to the joinder of such additional purchasers. View More
Applicability. DEFINITIONS AND INTERPRETATION 1 3. THE TRANSACTIONS 20 23 4. CONFIRMATION 24 26 5. TAKEOUT COMMITMENTS 24 26 6. PAYMENT AND TRANSFER 25 26 7. MARGIN MAINTENANCE 25 26 8. TAXES; TAX TREATMENT 26 27 9. SECURITY INTEREST; PURCHASER'S PURCHASERS' APPOINTMENT AS ATTORNEY-IN-FACT 28 30 10. CONDITIONS PRECEDENT 30 31 11. RELEASE OF PURCHASED ASSETS 33 35 12. RELIANCE 34 35 13. REPRESENTATIONS AND WARRANTIES 34 35 14. COVENANTS OF SELLER 37 38 15. REPURCHASE OF PURCHASED ASSETS 45 16. SERVICING OF THE ...MORTGAGE LOANS; SERVICER TERMINATION 46 45 17. EVENTS OF DEFAULT 49 48 18. REMEDIES 52 51 19. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 54 53 20. USE OF EMPLOYEE PLAN ASSETS 54 53 21. INDEMNITY 54 53 22. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 56 54 23. REIMBURSEMENT; SET-OFF 56 54 24. FURTHER ASSURANCES 57 56 25. ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 58 56 26. TERMINATION 58 56 27. REHYPOTHECATION; ASSIGNMENT 58 56 28. AMENDMENTS, ETC. 59 57 29. SEVERABILITY 59 57 30. BINDING EFFECT; GOVERNING LAW 59 57 31. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 59 58 32. SINGLE AGREEMENT 60 58 33. INTENT 60 58 34. NOTICES AND OTHER COMMUNICATIONS 62 59 35. CONFIDENTIALITY 63 61 36. DUE DILIGENCE 64 62 37. EXECUTION IN COUNTERPARTS 62 38. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM 65 38. EXECUTION IN COUNTERPARTS 66 39. CONTRACTUAL RECOGNITION OF BAIL-IN 66 40. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION 67 41. NOTICE REGARDING CLIENT MONEY RULES 67 - 63 Page i - of 100 EXHIBITS AND SCHEDULES AND EXHIBITS EXHIBIT A-1 A MONTHLY CERTIFICATION EXHIBIT A-2 QUARTERLY CERTIFICATION EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS EXHIBIT C FORM OF TRANSACTION NOTICE EXHIBIT D FORM OF GOODBYE LETTER EXHIBIT E RESERVED EXHIBIT F FORM OF WAREHOUSE LENDER'S RELEASE EXHIBIT F LIST OF DISAPPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED INCOME CLEARING CORPORATION TRADE ASSIGNMENT EXHIBIT G FORM OF ESCROW INSTRUCTION LETTER RESERVED EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE EXHIBIT I SELLER UNDERWRITING GUIDELINES EXHIBIT J LIST OF APPROVED TAKEOUT INVESTORS EXHIBIT K RESERVED EXHIBIT L FORM OF CORRESPONDENT SELLER RELEASE FORECLOSURE AND WORKOUT REPORT EXHIBIT J M RESERVED EXHIBIT N FORM OF SELLER FINANCIAL STATEMENTS (ANNUAL) INSTRUCTION LETTER EXHIBIT K O FORM OF SELLER FINANCIAL STATEMENTS (PERIODIC) - LEGAL OPINION SCHEDULE 1 EXCLUDED ORIGINATORS Page ii - of 100 MASTER REPURCHASE AGREEMENT Dated as of September 8, 2020 BETWEEN: May 11, 2015 AMONG: BARCLAYS BANK PLC, in its capacity as a purchaser (together with its permitted successors and assigns in such capacity hereunder, "Barclays" ("Barclays" or a "Purchaser") and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, "Agent"), and United Shore Financial Services, ("Agent"), SUTTON FUNDING LLC, in its capacity as a seller (together purchaser ("Sutton" or a "Purchaser," and together with its permitted successors Barclays, "Purchasers"), and assigns in such capacity hereunder, "Seller"). CALIBER HOME LOANS, INC. ("Seller"). Each such transaction shall be referred to herein as a "Transaction," and shall be governed by this Agreement. This Agreement is not a commitment by Purchasers to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Purchaser Purchasers to enter into Transactions with Seller. Seller hereby acknowledges that Purchaser is Purchasers are under no obligation to enter into, any Transaction pursuant to this Agreement with respect to the Uncommitted Amount. Seller acknowledges that during the term of this Agreement, Agent may undertake to join any of Sheffield Receivables Corporation, Barclays Bank Delaware, any other asset-backed commercial paper conduit administered by Agent or any Affiliate of the Agent as additional purchasers under this Agreement, and Seller hereby consents to the joinder of such additional purchasers.View More
Applicability. DEFINITIONS AND INTERPRETATION 1 3. THE TRANSACTIONS 20 27 4. CONFIRMATION 24 29 5. TAKEOUT COMMITMENTS 24 29 6. PAYMENT AND TRANSFER 25 30 7. MARGIN MAINTENANCE 25 31 8. TAXES; TAX TREATMENT 26 31 9. EFFECT OF BENCHMARK TRANSITION EVENT 35 10. SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT 28 10. 36 11. CONDITIONS PRECEDENT 30 11. 37 12. RELEASE OF PURCHASED ASSETS 33 12. 41 13. RELIANCE 34 13. 41 14. REPRESENTATIONS AND WARRANTIES 34 14. 42 15. COVENANTS OF SELLER 37 15. 45 16.... REPURCHASE OF PURCHASED ASSETS 45 16. 53 17. SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION 46 17. 53 18. EVENTS OF DEFAULT 49 18. 56 19. REMEDIES 52 19. 58 20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 54 20. 61 21. USE OF EMPLOYEE PLAN ASSETS 54 21. 61 22. INDEMNITY 54 22. 61 23. WAIVER OF REDEMPTION AND DEFICIENCY ORDER OF DISPOSITION RIGHTS 56 23. 62 24. REIMBURSEMENT; SET-OFF 56 24. 62 25. FURTHER ASSURANCES 57 25. 64 26. ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 58 26. 64 27. TERMINATION 58 27. 64 28. REHYPOTHECATION; ASSIGNMENT 58 28. 64 29. AMENDMENTS, ETC. 59 29. 65 30. SEVERABILITY 59 30. 65 31. BINDING EFFECT; GOVERNING LAW 59 31. 66 32. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 59 32. 66 33. SINGLE AGREEMENT 60 33. 67 34. INTENT 60 34. 67 35. NOTICES AND OTHER COMMUNICATIONS 62 35. 68 36. CONFIDENTIALITY 63 36. 70 37. DUE DILIGENCE 64 37. 71 38. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM 65 38. 72 39. EXECUTION IN COUNTERPARTS 66 39. 73 40. CONTRACTUAL RECOGNITION OF BAIL-IN 66 40. 73 41. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION 67 41. 73 42. NOTICE REGARDING CLIENT MONEY RULES 67 - i - RULES. 74 -i- SCHEDULES AND EXHIBITS EXHIBIT A-1 MONTHLY CERTIFICATION EXHIBIT A-2 QUARTERLY CERTIFICATION EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS EXHIBIT C FORM OF TRANSACTION NOTICE EXHIBIT D FORM OF GOODBYE LETTER PREFUNDING REQUEST EXHIBIT E FORM OF WAREHOUSE LENDER'S RELEASE EXHIBIT F LIST OF DISAPPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED INCOME CLEARING CORPORATION EXHIBIT G FORM OF ESCROW INSTRUCTION LETTER RESERVED EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE EXHIBIT I FORM OF CORRESPONDENT SELLER RELEASE EXHIBIT J FORM OF SELLER FINANCIAL STATEMENTS (ANNUAL) EXHIBIT K FORM OF SELLER FINANCIAL STATEMENTS (PERIODIC) - ii - EXHIBIT L TAKEOUT INVESTORS -ii- MASTER REPURCHASE AGREEMENT Dated as of September 8, August 25, 2020 BETWEEN: BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, "Barclays" or a "Purchaser") and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, "Agent"), and United Shore Financial Services, loanDepot.com, LLC, in its capacity as a seller (together with its permitted successors and assigns in such capacity hereunder, "Seller"). Each such transaction shall be referred to herein as a "Transaction," and shall be governed by this Agreement. This Agreement sets forth the procedures to be used in connection with periodic requests for Purchaser to enter into Transactions with Seller. Seller hereby acknowledges that Purchaser is under no obligation to enter into, any Transaction pursuant to this Agreement with respect to the Uncommitted Amount. Agreement. Seller acknowledges that during the term of this Agreement, Agent may undertake to join any of Sheffield Receivables Corporation, Barclays Bank Delaware, Salisbury Receivables Company LLC, and Barclays CCP Funding LLC as additional purchasers under this Agreement and provided that such entities enter into a customary nondisclosure agreement with Seller, Seller hereby consents to the joinder of such additional purchasers. In the event that Agent undertakes to join any other asset-backed commercial paper conduit conduits administered by Agent or any Affiliate of the Agent as additional purchasers under this Agreement, and Seller hereby consents to the joinder of such additional purchasers. purchasers may be joined hereunder with prior written notice to Seller provided that such entities are either financial institutions or financial participants, as such terms are defined in Bankruptcy Code Sections 101(22) and 101(22)(A), respectively, and provided further that such entities enter into a customary nondisclosure agreement with Seller. View More
Applicability. Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and *** Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement.
Applicability. Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and *** Features Prices for each 737-*** Program Aircraft shall be determined in accordance with this Letter Agreement. ***.
Applicability. DEFINITIONS AND ACCOUNTING MATTERS 1 3. THE TRANSACTIONS 24 4. PAYMENTS; COMPUTATION; COMMITMENT FEE 27 5. TAXES; TAX TREATMENT 27 6. MARGIN MAINTENANCE 29 7. INCOME PAYMENTS 29 8. SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT 29 9. CONDITIONS PRECEDENT 33 10. RELEASE OF PURCHASED LOANS 37 11. RELIANCE 37 12. REPRESENTATIONS AND WARRANTIES 37 13. COVENANTS 44 14. REPURCHASE DATE PAYMENTS 56 15. REPURCHASE OF PURCHASED LOANS 57 16. RESERVED 57 17. ACCELERATION OF REPURCHASE DATE 57 1...8. EVENTS OF DEFAULT 57 19. REMEDIES 62 20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 64 21. NOTICES AND OTHER COMMUNICATIONS 64 22. USE OF EMPLOYEE PLAN ASSETS 65 23. INDEMNIFICATION AND EXPENSES 65 24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 66 25. REIMBURSEMENT 66 26. FURTHER ASSURANCES 66 27. TERMINATION 66 28. SEVERABILITY 67 29. BINDING EFFECT; GOVERNING LAW 67 30. AMENDMENTS 67 31. RESERVED. 67 32. SURVIVAL 67 33. CAPTIONS 67 34. COUNTERPARTS; ELECTRONIC SIGNATURES 67 35. SUBMISSION TO JURISDICTION; WAIVERS 68 36. WAIVER OF JURY TRIAL 68 37. ACKNOWLEDGEMENTS 68 38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS 69 39. ASSIGNMENTS; PARTICIPATIONS 69 40. SINGLE AGREEMENT 70 41. INTENT 70 42. CONFIDENTIALITY 70 i 43. SERVICING 71 44. PERIODIC DUE DILIGENCE REVIEW 72 45. SET-OFF 72 46. ENTIRE AGREEMENT 73 47. AMENDMENT AND RESTATEMENT 73 ANNEX I SCHEDULES SCHEDULE 1 Representations and Warranties re: Loans SCHEDULE 2 Filing Jurisdictions and Offices SCHEDULE 3 Subsidiaries SCHEDULE 4 Relevant States SCHEDULE 5 Other Indebtedness EXHIBITS EXHIBIT A Form of Monthly and Quarterly Certification EXHIBIT B Reserved EXHIBIT C Reserved EXHIBIT D Reserved EXHIBIT E Reserved EXHIBIT F Required Fields for Servicing Transmission EXHIBIT G Required Fields for Loan Schedule EXHIBIT H Form of Confidentiality Agreement EXHIBIT I Form of Instruction Letter EXHIBIT J Form of Power of Attorney EXHIBIT K Form of Security Release Certification ii AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 3, 2017, among PENNYMAC CORP., a Delaware corporation as seller ("Seller"), PENNYMAC LOAN SERVICES, LLC, a Delaware limited liability company, as servicer (the "Servicer") and CITIBANK, N.A., a national banking association as buyer ("Buyer", which term shall include any "Principal" as defined and provided for in Annex I), or as agent pursuant hereto ("Agent"). Each such transaction shall be referred to herein as a "Transaction", and, unless otherwise agreed in writing, shall be governed by this Agreement.View More
Applicability. DEFINITIONS AND ACCOUNTING MATTERS 1 3. THE TRANSACTIONS 24 18 4. PAYMENTS; COMPUTATION; COMMITMENT FEE 27 22 5. TAXES; TAX TREATMENT 27 23 6. MARGIN MAINTENANCE 29 25 7. INCOME PAYMENTS 29 25 8. SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT 29 26 9. CONDITIONS PRECEDENT 33 30 10. RELEASE OF PURCHASED LOANS 37 34 11. RELIANCE 37 34 12. REPRESENTATIONS AND WARRANTIES 37 34 13. COVENANTS 44 41 14. REPURCHASE DATE PAYMENTS 56 53 15. REPURCHASE OF PURCHASED LOANS 57 53 16. RESERVED 57 5...3 17. ACCELERATION OF REPURCHASE DATE 57 53 18. EVENTS OF DEFAULT 57 54 19. REMEDIES 62 57 20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 64 59 21. NOTICES AND OTHER COMMUNICATIONS 64 60 22. USE OF EMPLOYEE PLAN ASSETS 65 60 23. INDEMNIFICATION AND EXPENSES 65 60 24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 66 62 25. REIMBURSEMENT 66 62 26. FURTHER ASSURANCES 66 62 27. TERMINATION 66 62 28. SEVERABILITY 67 62 29. BINDING EFFECT; GOVERNING LAW 67 62 30. AMENDMENTS 67 63 31. RESERVED. 67 RESERVED 63 32. SURVIVAL 67 63 33. CAPTIONS 67 63 i 34. COUNTERPARTS; ELECTRONIC SIGNATURES 67 63 35. SUBMISSION TO JURISDICTION; WAIVERS 68 64 36. WAIVER OF JURY TRIAL 68 64 37. ACKNOWLEDGEMENTS 68 64 38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS 69 MINI-PERM LOANS; WET LOANS 65 39. ASSIGNMENTS; PARTICIPATIONS 69 65 40. SINGLE AGREEMENT 70 66 41. INTENT 70 66 42. CONFIDENTIALITY 70 i 67 43. SERVICING 71 67 44. PERIODIC DUE DILIGENCE REVIEW 72 68 45. SET-OFF 72 69 46. ENTIRE AGREEMENT 73 47. AMENDMENT AND RESTATEMENT 73 69 ANNEX I SCHEDULES SCHEDULE 1 Representations and Warranties re: Loans SCHEDULE 2 Filing Jurisdictions and Offices SCHEDULE 3 Subsidiaries SCHEDULE 4 Relevant States SCHEDULE 5 Other Indebtedness EXHIBITS EXHIBIT A Form of Monthly and Quarterly Certification EXHIBIT B Reserved EXHIBIT C Reserved Form of Legal Opinion EXHIBIT D Reserved Form of Seller's Officer's Certificate EXHIBIT E Reserved Form of Security Release Certification EXHIBIT F Required Fields for Servicing Transmission EXHIBIT G Required Fields for Loan Schedule EXHIBIT H Form of Confidentiality Agreement EXHIBIT I Form of Instruction Letter EXHIBIT J Form of Power of Attorney EXHIBIT K Form of Security Release Certification ii AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 3, 2017, among PENNYMAC CORP., a Delaware corporation as seller ("Seller"), PENNYMAC LOAN SERVICES, May 17, 2013, by and between VELOCITY COMMERCIAL CAPITAL, LLC, a Delaware California limited liability company, as servicer seller (the "Servicer") "Seller") and CITIBANK, N.A., a national banking association as buyer ("Buyer", which term shall include any "Principal" as defined and provided for in Annex I), or as agent pursuant hereto ("Agent"). Each such transaction shall be referred to herein as a "Transaction", and, unless otherwise agreed in writing, shall be governed by this Agreement. View More
Applicability. DEFINITIONS AND ACCOUNTING MATTERS 1 3. THE TRANSACTIONS 24 20 4. PAYMENTS; COMPUTATION; COMMITMENT FEE 27 23 5. TAXES; TAX TREATMENT 27 24 6. MARGIN MAINTENANCE 29 25 7. INCOME PAYMENTS 29 26 8. SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT 29 26 9. CONDITIONS PRECEDENT 33 29 10. RELEASE OF PURCHASED LOANS 37 33 11. RELIANCE 37 33 12. REPRESENTATIONS AND WARRANTIES 37 33 13. COVENANTS 44 40 14. REPURCHASE DATE PAYMENTS 56 52 15. REPURCHASE OF PURCHASED LOANS 57 52 16. RESERVED 57 5...2 17. ACCELERATION OF REPURCHASE DATE 57 RESERVED 52 18. EVENTS OF DEFAULT 57 52 19. REMEDIES 62 55 20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 64 58 21. NOTICES AND OTHER COMMUNICATIONS 64 58 22. USE OF EMPLOYEE PLAN ASSETS 65 58 23. INDEMNIFICATION AND EXPENSES 65 58 24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS 66 60 25. REIMBURSEMENT 66 60 26. FURTHER ASSURANCES 66 60 27. TERMINATION 66 60 28. SEVERABILITY 67 60 29. BINDING EFFECT; GOVERNING LAW 67 60 30. AMENDMENTS 67 61 31. RESERVED. 67 JOINT AND SEVERAL LIABILITY 61 32. SURVIVAL 67 61 33. CAPTIONS 67 61 34. COUNTERPARTS; ELECTRONIC SIGNATURES 67 61 35. SUBMISSION TO JURISDICTION; WAIVERS 68 62 36. WAIVER OF JURY TRIAL 68 62 37. ACKNOWLEDGEMENTS 68 62 38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS 69 63 39. ASSIGNMENTS; PARTICIPATIONS 69 63 40. SINGLE AGREEMENT 70 63 41. INTENT 70 64 42. CONFIDENTIALITY 70 64 i 43. SERVICING 71 65 44. PERIODIC DUE DILIGENCE REVIEW 72 66 45. SET-OFF 72 66 46. ENTIRE AGREEMENT 73 47. AMENDMENT AND RESTATEMENT 73 67 ANNEX I SCHEDULES SCHEDULE 1 Representations and Warranties re: Loans SCHEDULE 2 Filing Jurisdictions and Offices SCHEDULE 3 Subsidiaries SCHEDULE 4 Relevant States SCHEDULE 5 Other Indebtedness EXHIBITS EXHIBIT A Form of Monthly and Quarterly Certification EXHIBIT B Reserved EXHIBIT C Reserved EXHIBIT D Reserved EXHIBIT E Reserved EXHIBIT F Required Fields for Servicing Transmission EXHIBIT G Required Fields for Loan Schedule EXHIBIT H Form of Confidentiality Agreement EXHIBIT I Form of Instruction Letter EXHIBIT J Form of Power of Attorney EXHIBIT K Form of Security Release Certification ii AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 3, 2017, among PENNYMAC CORP., a Delaware corporation as a seller ("Seller"), ("PennyMac" or a "Seller"), PENNYMAC HOLDINGS, LLC, a Delaware limited liability company as a seller ("PMAC Holdings" or a "Seller", and together with PennyMac, jointly and severally, the "Seller" or the "Sellers"), PENNYMAC LOAN SERVICES, LLC, a Delaware limited liability company, as servicer (the "Servicer") and CITIBANK, N.A., a national banking association as buyer ("Buyer", which term shall include any "Principal" as defined and provided for in Annex I), or as agent pursuant hereto ("Agent"). Each such transaction shall be referred to herein as a "Transaction", and, unless otherwise agreed in writing, shall be governed by this Agreement. View More
Applicability. Definitions 1 3. Program; Initiation of Transactions 26 4. Repurchase 28 5. [Reserved.] 29 6. Margin Maintenance 29 7. Income Payments 30 8. Payment and Transfer 32 9. Conditions Precedent 32 10. Program; Costs 36 11. Servicing 39 12. Representations and Warranties 41 13. Covenants 45 14. Events of Default 52 15. Remedies Upon Default 55 16. Reports 57 17. Buyer's Policies and Procedures Manual 60 18. Repurchase Transactions 60 19. Custodial Responsibilities 60 20. Single Agreement 61 21. Notice...s and Other Communications 62 22. Entire Agreement; Severability 62 23. Non-assignability 62 24. Set-off 63 25. Binding Effect; Governing Law; Jurisdiction 63 26. No Waivers, Etc. 64 27. Intent 65 28. Power of Attorney 65 29. Buyer May Act Through Affiliates 65 30. Indemnification; Obligations 65 31. Counterparts 66 32. Confidentiality 66 33. Recording of Communications 67 34. Periodic Due Diligence Review 67 35. Authorizations 68 36. Documents Mutually Drafted 68 37. Reserved 68 38. Security Interest 68 39. Agency Security Takeout 68 40. Physical Possession of Records and Files relating to the Purchased Assets 70 41. Conflicts 70 -i- ANNEXES Annex A Financial Covenants SCHEDULES Schedule 1 Representations and Warranties with Respect to Purchased Mortgage Loans EXHIBITS Exhibit A Officer's Compliance Certificate Exhibit B Certificate of an Officer of the Seller, including a Form of Resolutions Exhibit C Form of Power of Attorney Exhibit D Form of Guaranty Exhibit E Form of Incumbency Certificate Exhibit F Form of Servicer Side Letter -ii- This Master Repurchase Agreement and Securities Contract is dated as of the Effective Date by and among the Buyer, the Seller and the Guarantor. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement. All sales of Mortgage Loans from Seller to Buyer will be on a servicing-released basis. In addition, the Guarantor agrees to provide the Guaranty (as hereinafter defined) guarantying certain obligations of the Seller.View More
Applicability. Definitions 1 3. Program; Initiation of Transactions 26 25 4. Repurchase 28 27 5. [Reserved.] 29 27 6. Margin Maintenance 29 27 7. Income Payments 30 29 8. Payment and Transfer 32 30 9. Conditions Precedent 32 30 10. Program; Costs 36 34 11. Servicing 39 35 12. Representations and Warranties 41 37 13. Covenants 45 42 14. Events of Default 52 47 15. Remedies Upon Default 55 50 16. Reports 57 53 17. Buyer's Policies and Procedures Manual 60 [Reserved] 55 18. Repurchase Transactions 60 55 19. Custo...dial Responsibilities 60 56 20. Single Agreement 61 57 21. Notices and Other Communications 62 57 22. Entire Agreement; Severability 62 57 23. Non-assignability 62 58 24. Set-off 63 58 25. Binding Effect; Governing Law; Jurisdiction 63 59 26. No Waivers, Etc. 64 60 27. Intent 65 60 28. Power of Attorney 65 60 29. Buyer May Act Through Affiliates 65 61 30. Indemnification; Obligations 65 61 31. Counterparts 66 61 32. Confidentiality 66 62 33. Recording of Communications 67 62 34. Periodic Due Diligence Review 67 62 35. Authorizations 68 63 36. Documents Mutually Drafted 68 63 37. Reserved 68 Joint and Several 63 38. Security Interest 68 63 39. Agency Security Takeout 68 64 40. Physical Possession of Records and Files relating to the Purchased Assets 70 66 41. Conflicts 70 -i- 66 i ANNEXES Annex A Financial Covenants SCHEDULES Schedule 1 Representations and Warranties with Respect to Purchased Mortgage Loans EXHIBITS Exhibit A Officer's Compliance Certificate Exhibit B Certificate of an Officer of the Seller, including a Form of Resolutions Exhibit C Form of Power of Attorney Exhibit D Form of Guaranty Exhibit E Form of Incumbency Certificate Exhibit F Form of Servicer Service Side Letter -ii- ii This Master Repurchase Agreement and Securities Contract is dated as of the Effective Date by and among the Buyer, the Seller and the Guarantor. Each such loan level transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement. All sales of Mortgage Loans from Seller to Buyer will be on a servicing-released basis. In addition, the Guarantor agrees to provide the Guaranty (as hereinafter defined) guarantying certain obligations of the Seller. View More
Applicability. The Plan covers the nonqualified accrued benefits (earned or vested prior to January 1, 2005) credited to certain participants under the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered) who had experienced a Separation from Service on or before June 1, 2018.
Applicability. The Plan covers the nonqualified accrued benefits (earned or vested prior to January 1, 2005) credited to certain participants under the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered) who had experienced a Separation from Service on or before June January 1, 2018.
