Looking for an agreement? Search from over 1 million agreements now.

Mortgage Loan Repurchase Agreement

This is an actual contract by Crescent Banking.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Banking
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1996
Related Agreement Types:
Search This Document
EXHIBIT 10.7


MORTGAGE LOAN REPURCHASE AGREEMENT


INDEX


MORTGAGE LOAN REPURCHASE AGREEMENT 1


MORTGAGE LOAN PARTICIPATION AGREEMENT 2


MORTGAGE LOAN CUSTODIAL AGREEMENT 3


MORTGAGE LOAN PURCHASE AGREEMENT 4


WHOLE LOAN FINANCE PROGRAM


MORTGAGE LOAN REPURCHASE AGREEMENT


PURCHASER: PAINE WEBBER REAL ESTATE SECURITIES


ADDRESS: 1285 AVENUE OF THE AMERICAS


NEW YORK, NEW YORK 10019


ATTENTION: ______________________


SELLER: CRESCENT MORTGAGE SERVICES, INC.


ADDRESS: SOUTH TERRACES
115 PERIMETER CENTER PLACE
SUITE 285
ATLANTA, GEORGIA 30346


DATE OF AGREEMENT: May l , 1996


TABLE OF CONTENTS
-----------------


Page
---- Section 1. Definitions 1


Section 2. Procedures for Purchases of Mortgage Loans 9


Section 3. Procedure for Repurchases of Mortgage Loans 13


Section 4. Terms of Each Transaction 13


Section 5. Cash Account 13


Section 6. Servicing of the Mortgage Loans 14


Section 7. Remedies 15


Section 8. Transfers of Mortgage Loan by Purchaser 17


Section 9. Record Title to Mortgage Loans; Intent of Parties; Security Interest 17


Section 10. Representations and Warranties 18


Section 11. Covenants of Seller 24


Section 12. Term 27


Section 13. Exclusive Benefit of Parties: Assignment 27


Section 14. Amendments; Waivers; Cumulative Rights 27


Section 15. Execution in Counterparts 27


Section 16. Effect of Invalid of Provisions 27


Section 17. Governing Law 27


Section 18. Notices 27


Section 19. Entire Agreement 28


Section 20. Costs of Enforcement 28


Section 21. Consent to Service 28


Section 22. Construction 28


Exhibit A Closing Loan Purchase Detail


Exhibit B Rewarehousing Loan Purchase Detail


Exhibit D Withdrawal/Deposit Notice


Exhibit E Cash Account Wire Instructions


Exhibit F Cash Account Adjustment Notice


Exhibit G Escrow Agent Standing Wire Instructions


Exhibit H Purchaser's Wire Instructions to Seller


Exhibit I UCC-1 Financing Statement


Exhibit J Seller's Delivery Instructions


Exhibit K Seller's Release


Exhibit L Seller's Wire Instructions


Exhibit M Warehouse Lender's Release


Exhibit N Warehouse Lender's Release


Exhibit O Warehouse Lender's Wire Instructions


MORTGAGE LOAN REPURCHASE AGREEMENT
----------------------------------


This Mortgage Loan Repurchase Agreement ("Agreement"), dated as of the date set forth on the cover page hereof, between PAINE WEBBER REAL ESTATE SECURITIES INC. ("Purchaser") and the Seller whose name is set forth on the cover page hereof ("Seller").


PRELIMINARY STATEMENT
---------------------


Seller is engaged, among other pursuits, in the business of originating, purchasing and selling Mortgage Loans. Purchaser is engaged in, among other pursuits, the business of purchasing Mortgage Loans.


Seller has requested Purchaser, and Purchaser is willing from time to time, to enter into repurchase agreements with Seller in accordance with this Agreement for the purpose of facilitating Seller's origination of Mortgage Loans. It is contemplated by the parties hereto that the Mortgage Loans subject to this Agreement, from time to time, will become the subject of transactions in which Purchaser purchases such Mortgage Loans from Seller subject to an obligation of Seller to repurchase such Mortgage Loans.


The parties hereto hereby agree as follows:


Section 1. Definitions.
-----------


Capitalized terms used but not defined herein shall have the meanings set forth in the Custodial Agreement. As used in this Agreement, the following terms shall have the following meanings:


"Act of Insolvency": With respect to Seller or Parent Company, (a) the
commencement by Seller or Parent Company as debtor of any case or
proceeding under any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar law, or Seller or Parent Company seeking the
appointment of a receiver, trustee, custodian or similar official for
Seller or Parent Company or any substantial part of Seller's or Parent,
Company's property, or (b) the commencement of any such case or proceeding
against Seller or Parent Company, or another's seeking such appointment, or
the filing against Seller or Parent Company of an application for a
protective decree which (1) is consented to or not timely contested by
Seller or Parent Company, (2) results in the entry of an order for relief,
such an appointment, the issuance of such a protective decree or the entry
of an order having a similar effect, or (3) is not dismissed within 60
days, (c) the making by Seller or Parent Company of a general assignment
for the benefit of creditors, or (d) the admission in writing by Seller or
Parent Company that Seller or Parent Company is unable to pay its debts as
they become due or the nonpayment generally by Seller or Parent Company of
its debts as they become due.


"Assignee": The Chase Manhattan Bank, National Association, as agent
for certain beneficiaries pursuant to certain repurchase transaction tri-
party custody agreements.


"Business Day": Any day other than (a) a Saturday, Sunday or other day
on which banks located in the City of New York, New York are authorized or
obligated by law or executive order to be closed, or (b) any day on which
Paine Webber Real Estate Securities Inc. is closed for business, provided
that notice thereof shall have been given not less than seven calendar days
prior to such day.


"Cash Account": A separate cash account established and maintained by
Seller at Paine Webber Real Estate Securities Inc. under the conditions set
forth in Section 5.


"Cash Account Adjustment": An adjustment to the Cash Account Balance
pursuant to a Cash Account Adjustment Notice.


"Cash Account Adjustment Notice": The cash account adjustment notice,
in the form of Exhibit F, to be used by Purchaser to notify Seller of any
adjustments to the Cash Account Balance.


"Cash Account Balance": The net amount of funds in the Cash Account.


"Cash Account Interest Accrual": The simple interest calculation
posted on the last Business Day of each month resulting from the product of
each Business Day's Cash Account Balance and Cash Account Interest Rate.


"Cash Account Interest Rate": With respect to each month, the average
opening federal funds rate for such month. The opening federal funds rate
on a Business Day shall be counted as the Cash Account Interest Rate until
the next Business Day.


"Cash Account Wire Instructions": The wire instructions, set forth in
a letter in the form of Exhibit E, to be used for the payment of funds to
Seller.


"Closing Loan Purchase Detail": A loan purchase detail, prepared by
Seller and delivered by Seller to Purchaser via facsimile transmission in
the form of Exhibit A or via electronic transmission in a form acceptable
to Purchaser, containing certain information regarding the characteristics
of a Mortgage Loan being offered for sale by Seller to Purchaser under a
Closing Transaction.


"Closing Transaction": Any sale of a Mortgage Loan by Seller to
Purchaser, structured as either a Wet Funding or a Dry Funding, wherein
Purchaser wires the Disbursement Amount in accordance with the Escrow Agent
Standing Wire Instructions subject to an obligation of Seller to repurchase
such Mortgage Loan pursuant to this Agreement.


2


"Collateral": The Mortgage Loans (including all servicing rights
related thereto), any Custodial Account, the Cash Account and the proceeds
of any and all of the foregoing.


"Collateral Receipt": With respect to each Wet Mortgage Loan, the
receipt by Custodian on a Business Day of a Dry Submission Package.


"Collateral Receipt Adjustment": The process initiated by Collateral
Receipt wherein the Pass-Through Rate on a Wet Mortgage Loan is reduced,
effective from the date of Collateral Receipt through one calendar day
prior to the Repurchase Date.


"Collateral Receipt Date": With respect to each Wet Mortgage Loan, the
Business Day on which a Collateral Receipt occurs.


"Conforming Mortgage Loan": A Mortgage Loan having an original
principal balance that does not exceed the maximum principal balance of a
mortgage loan that is eligible for sale to FHLMC.


"Credit File": All papers and records of whatever kind or description,
whether developed or originated by Seller or others, required to document
or service the Mortgage Loan; provided however, that such Mortgage Loan
papers, documents and records shall not include any Mortgage Loan papers,
documents or records which are contained in the Dry Submission Package.


"Custodial Account": A separate custodial account, established and
maintained by Seller under the conditions set forth in Section 6(b), for
the deposit by Seller of all collections in respect of a Mortgage Loan that
are payable to Purchaser as the owner of the Mortgage Loan.


"Custodial Agreement": The Mortgage Loan Custodial Agreement, dated as
of the date set forth on the cover sheet thereof, among Seller, Purchaser
and Custodian, as amended from time to time.


"Custodial Fee": With respect to each Repurchase, a fee payable to
Purchaser by Seller in the amount set forth on the related Funding
Confirmation, and remitted to Purchaser on the related Repurchase Date as a
component of the related Repurchase Price.


"Custodian": The Chase Manhattan Bank, National Association, and its
permitted successors hereunder.


"Defective Mortgage Loan": A Mortgage Loan that is not in compliance
with this Agreement.


"Desired Funding Date": The Business Day indicated by the Seller on
the Closing Loan Purchase Detail or the Rewarehousing Loan Purchase Detail,
on


3


which Seller desires Purchaser to purchase a Mortgage Loan via a Wet
Funding or a Dry Funding.


"Disbursement Amount": With respect to a Mortgage Loan, the amount set
forth on the related Closing Loan Purchase Detail or Rewarehousing Loan
Purchase Detail as the "Disbursement Amount".


"Discount": With respect to each Mortgage Loan, the amount set forth
on the related Funding Confirmation as the "Discount".


"Document File": The Credit File and the Dry Submission Package.


"Dry Funding": Either (i) a Closing Transaction initiated by the
delivery by Seller, either via electronic or facsimile transmission to
Purchaser of a Closing Loan Purchase Detail and the receipt by Custodian of
a Dry Submission Package or (ii) a Rewarehousing Transaction initiated by
the delivery by Seller, either via electronic or facsimile transmission to
Purchaser, of a Rewarehousing Loan Purchase Detail, a Warehouse Lender's or
Seller's Release and the Custodian's receipt of a Dry Submission Package.


"Dry Mortgage Loan": A Mortgage Loan with respect to which (i)
Custodian has received a Dry Submission Package and (ii) no Repurchase has
occurred.


"Dry Submission Package": The documents required to be delivered by
Seller to Custodian pursuant to the Custodial Agreement.


"Due Date": The day of the month on which the Monthly Payment is due
on the Mortgage Loan.


"Escrow Agent": The agent appointed by the Title Insurance Company to
administer the closing of a Mortgage Loan.


"Escrow Agent Standing Wire Instructions": The wire instructions set
forth in a letter in the form of Exhibit G, from Seller and the Escrow
Agent to Purchaser for use when Purchaser wires Disbursement Amounts for
Wet Fundings and Dry Fundings structured as Closing Transactions.


"Event of Default": The occurrence of any of the following events: (i)
an Act of Insolvency with respect to Seller or Parent Company; (ii) any
representation or warranty made by Seller hereunder, other than as to a
particular Mortgage Loan, shall have been incorrect or untrue in any
material respect when made or when deemed to have been made; or (iii)
Seller shall fail to perform, or shall admit to Purchaser its inability to,
or its intention not to, perform any of its obligations hereunder.


"FDIC": The Federal Deposit Insurance Corporation or any successor
thereto.


4


"FHLMC": The Federal Home Loan Mortgage Corporation or any successor


"FNMA": The Federal National Mortgage Association or any successor
thereto.


"Funding Confirmation": With respect to each Mortgage Loan purchased
by Purchaser from Seller via a single wire funds transaction on a
particular Business Day, the trade confirmation from Purchaser to Seller
confirming Seller's obligation to repurchase such Mortgage Loan from
Purchaser by the Scheduled Repurchase Date.


"GNMA": The Government National Mortgage Association or any successor
thereto.


"Incremental Pass-Through Rate": The amount by which the Pass-Through
Rate increases upon the occurrence of any event giving Purchaser the right
to elect a remedy pursuant to Section 7, which amount shall be set forth in
the applicable Funding Confirmation as the "Incremental Pass-Through Rate".


"Losses": Any and all losses, claims, damages, liabilities or expenses
(including reasonable attorneys' fees) incurred by any person specified;
provided, however, that "Losses" shall not include any losses, claims,
damages, liabilities or expenses which would have been avoided had such
person taken reasonable actions to mitigate such losses, claims, damages,
liabilities or expenses.


"Monthly Payment": The scheduled monthly payment of principal and
interest on a Mortgage Loan.


"Mortgage": The mortgage, deed of trust or other instrument creating a
first lien on an estate in fee simple in real property securing a Mortgage
Note.


"Mortgage Loan": A one-to-four family residential mortgage loan that
is subject to this Agreement.


"Mortgage Note": The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.


"Mortgaged Property": The property subject to the lien of the Mortgage
securing a Mortgage Note.


"Mortgagor": The obligor on a Mortgage Note.


"NCUA": The National Credit Union Administration, or any successor
thereto.


5


"Non-Conforming Mortgage Loan": A Mortgage Loan having an original
principal balance that exceeds the maximum principal balance of a mortgage
loan that is eligible for sale to FHLMC.


"Note Rate": The rate of interest borne by a Mortgage Note.


"OTS": The Office of Thrift Supervision, or any successor thereto.


"Parent Company": A corporation or other entity owning at least 50%
of the outstanding shares of voting stock of Seller.


"Pass-Through Rate": With respect to each Mortgage Loan, the rate at
which interest is passed through to Purchaser which initially shall be the
rate of interest specified on a Funding Confirmation as the "Pass-Through
Rate".


"Purchase Date": With respect to a Mortgage Loan, the date on which
Purchaser purchases such Mortgage Loan from Seller.


"Purchase Price": With respect to each Mortgage Loan, an amount equal
to the face amount of the Mortgage Loan less' the Discount.


"Purchaser": Paine Webber Real Estate Securities Inc. and its
successors.


"Purchaser's Wire Instructions": The wire instructions, set forth in a
notice delivered by Purchaser to Seller in the form of Exhibit H,
containing the information to be used for the payment of all amounts due
and payable to Purchaser hereunder.


"Repurchase": With respect to any Mortgage Loan, the transaction by
which the Seller remits the Repurchase Price to Purchaser.


"Repurchase Date": With respect to any Mortgage Loan, the date that
Seller remits the Repurchase Price to Purchaser.


"Repurchase Price": With respect to each Mortgage Loan, an amount
equal to the Purchase Price plus the Custodial Fee plus the product of the
Purchase Price of the Mortgage Loan, the Pass-Through Rate and the number
of calendar days from the Purchase Date to the Repurchase Date divided by
360.


"Rewarehousing Loan Purchase Detail": A loan purchase detail, prepared
and submitted by Seller to Purchaser via facsimile transmission in the form
of Exhibit B or via electronic transmission in a form acceptable to
Purchaser, containing certain information regarding the characteristics of
a Mortgage Loan being offered for sale by Seller to Purchaser under a
Rewarehousing Transaction.


"Rewarehousing Transaction": Any sale of a Mortgage Loan by Seller to
Purchaser structured as either a Wet Funding or Dry Funding wherein
Purchaser wires the Disbursement Amount to the Warehouse Lender's Wire
Instructions or


6


Seller's Wire Instructions, as applicable, subject to an obligation of
Seller to repurchase such Mortgage Loan pursuant to this Agreement.


"RTC": The Resolution Trust Corporation or any successor thereto.


"Scheduled Collateral Receipt Date": With respect to each Wet Mortgage
Loan, the Business Day, as set forth on the Funding Confirmation as the
"Collateral Receipt Date", by which a Collateral Receipt is required to
occur, such date to be (i) within five Business Days of a Wet Funding
structured as a Closing Transaction and (ii) within one Business Day of a
Wet Funding structured as a Rewarehousing Transaction.


"Scheduled Repurchase Date": With respect to each Mortgage Loan, the
Business Day as set forth on the Funding Confirmation as the "Repurchase
Date", by which a repurchase is required to occur, such date to be (i)
within five Business Days after the later of the Purchase Date or the
Collateral Receipt Date with respect to a Wet Mortgage Loan or (ii) within
five Business Days after the Purchase Date with respect to a Dry Mortgage
Loan, unless such date has been accelerated in connection with either an
Event of Default pursuant to Section 7(a) or a Defective Mortgage Loan
pursuant to Section 7(b).


"Seller": The Seller whose name is set forth on the cover page hereof,
and its permitted successors hereunder.


"Seller's Delivery Instructions": With respect to each Mortgage Loan
for which Seller has remitted the Repurchase Price to Purchaser, the
notification provided by Seller to Purchaser via facsimile transmission in
the Form of Exhibit J, instructing Purchaser to deliver the Dry Submission
Package for such Mortgage Loan to the indicated address.


"Seller's Release": A letter in the form of Exhibit K, delivered by
Seller when no Warehouse Lender has an interest in a Mortgage Loan,
conditionally releasing all of Seller's interest in a Mortgage Loan upon
receipt of payment by Seller.


"Seller's Wire Instructions": The wire instructions set forth in a
letter in the form of Exhibit L, to be used for the payment of funds to
Seller when no Warehouse Lender has an interest in the Mortgage Loans to
which such payment relates.


"Successor Servicer": An entity designated by Purchaser, in conformity
with Section 18, to replace Seller as servicer for Purchaser.


"Supplemental Amount": With respect to each Mortgage Loan, an amount
equal to the Disbursement Amount less the Purchase Price.


"Title Insurance Company": A title insurance company acceptable to
Purchaser.


7


"Transaction": Any sale of a Mortgage Loan by Seller to Purchaser
subject to an obligation of Seller to repurchase such Mortgage Loan
pursuant to a Funding Confirmation in accordance with this Agreement.


"Warehouse Lender": Any lender providing financing to Seller in any
fractional amount for the purpose of originating or purchasing Mortgage
Loans, which lender has a security interest in such Mortgage Loans as
collateral for the obligations of Seller to such lender.


"Warehouse Lender's Release": A letter in the form of Exhibit M, or
Exhibit N with respect to any Wet Funding structured as a Rewarehousing
Transaction, from a Warehouse Lender to Purchaser, conditionally releasing
all of Warehouse Lender's right, title and interest in certain Mortgage
Loans identified therein upon receipt of payment by Warehouse Lender.


"Warehouse Lender's Wire Instructions": The wire instructions set
forth in a letter in the form of Exhibit O, from a Warehouse Lender who has
an interest in the Mortgage Loans to which such payment relates.


"Wet Funding": Either (i) a Closing Transaction initiated by the
delivery by Seller, either via electronic or facsimile transmission to
Purchaser, of a Closing Loan Purchase Detail and a pledge by Seller to
Purchaser to deliver to Custodian a Dry Submission Package by the Scheduled
Collateral Receipt Date or (ii) a Rewarehousing Transaction initiated by
the delivery by Seller, either via electronic or facsimile transmission to
Purchaser, of a Rewarehousing Loan Purchase Detail, a Warehouse Lender's
Release and a pledge by Seller to Purchaser to deliver to Custodian a Dry
Submission Package by the Scheduled Collateral Receipt Date.


"Wet Mortgage Loan": A Mortgage Loan for which Purchaser, via
Custodian, does not have physical possession of the related Dry Submission
Package and which Seller has agreed to pledge to Purchaser all right, title
and interest in, to and under such Mortgage Loan, free and clear of all
liens, pledges, charges, encumbrances or security interests of any nature.


"Whole Loan Finance Program": A program designed by Purchaser in which
Seller participates pursuant to the terms of the Custodial Agreement and
this Agreement.


"Withdrawal/Deposit Notice": A notice, substantially in the form of
Exhibit D, delivered by Seller to Purchaser, from time to time, in
connection with withdrawals from and deposits to the Cash Account.


"Wire Fee": For each disbursement relating to a Closing Transaction, a
fee payable to Purchaser by Seller as set forth in the Funding
Confirmation.


8


Section 2. Procedures for Purchases of Mortgage Loans.
------------------------------------------


(a) General Procedures for Purchases of Mortgage Loans.
---------------------------------------------------


(1) Pursuant to either a Wet Funding or a Dry Funding,
Purchaser may, in its sole discretion, from time to time,
purchase one or more Mortgage Loans from Seller subject
to an obligation of Seller to repurchase such Mortgage
Loans. Seller shall be deemed to make for the benefit of
Purchaser, as of the applicable dates specified in
Section 10, the representations and warranties set f
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  34.235.143.190