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

Master Repurchase Agreement

This is an actual contract by Pultegroup.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Real Estate
Governing Law: Colorado , View Colorado State Laws
Effective Date: September 30, 2009
Search This Document
Exhibit 10.2

MASTER REPURCHASE AGREEMENT

Dated as of September 30, 2009

Between:

PULTE MORTGAGE LLC, as Seller

and JPMORGAN CHASE BANK, N.A., as Buyer


1.

Applicability

From time to time prior to the Termination Date, the parties hereto may enter into transactions in which Pulte Mortgage LLC (" Seller" ) agrees to transfer to JPMorgan Chase Bank, N.A. (together with its successors and assigns, " Buyer" ) Mortgage Loans (including the Servicing Rights, as defined below, thereto) on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller those Mortgage Loans (including the Servicing Rights thereto) on a servicing released basis at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to in this Agreement as a " Transaction" and shall be governed by this Agreement. Buyer shall have no obligation to enter into any Transaction on or after the Termination Date.

2.

Definitions

" Accounts" means, collectively, the Cash Pledge Account, the Funding Account and the Operating Account, any interest, additions and proceeds due or to become due on such Accounts, which Accounts are held at Financial Institution and include all of the above described deposits, deposit accounts, payment intangibles, financial assets and other obligations of Financial Institution, whether they are deposit accounts, negotiable or non-negotiable or book entry certificates of deposit, book entry investment time deposits, savings accounts, money market accounts, transaction accounts, time deposits, negotiable order of withdrawal accounts, share draft accounts, demand deposit accounts, instruments, general intangibles, chattel paper or otherwise, and all funds held in or represented by any of the foregoing, and any successor Accounts howsoever numbered and all Accounts issued in renewal, extension or increase or decrease of or replacement or substitution for any of the foregoing; and all promissory notes, checks, cash, certificates of deposit, passbooks, deposit receipts, instruments, certificates and other records from time to time representing or evidencing the Accounts described above and any supporting obligations relating to any of the foregoing property.

" Act of Insolvency" means with respect to any Person (a) the commencement by that Person as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or a request by that Person for the appointment of a receiver, trustee, custodian or similar official for that Person or any substantial part of its

property; (b) the commencement of any such case or proceeding against that Person, or another' s seeking such appointment, or the filing against that Person of an application for a protective decree which (i) is consented to or not timely contested by that Person, or (ii) 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 similar effect, or (iii) is not dismissed within forty-five (45) days; (c) the making by that Person of a general assignment for the benefit of creditors; (d) the admission in writing by that Person that it is unable to pay its debts as they become due, or the nonpayment of its debts generally as they become due; or (e) the board of directors, managers, members or partners, as the case may be, of that Person taking any action in furtherance of any of the foregoing.

" Additional Purchased Mortgage Loans" means Mortgage Loans provided by Seller to Buyer pursuant to Paragraph 4(a) .

" Adjusted LIBOR Rate" has the meaning set forth in the Side Letter.

" Adjusted Tangible Net Worth" means, with respect to Seller at any date, an amount equal to (i) the Tangible Net Worth of Seller at such date, plus (ii) the unpaid principal amount of all Qualified Subordinated Debt of Seller at such date.

" Affiliate" means, as to a specified Person, any other Person (a) that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person; (b) that is a director, manager, trustee, general partner or executive officer of the specified Person or serves in a similar capacity in respect of the specified Person; (c) that, directly or indirectly through one or more intermediaries, is the beneficial owner of ten percent (10%) or more of any class of equity securities of the specified Person; or (d) of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities (or equivalent equity interests).

" Agency" (and, with respect to two or more of the following, " Agencies" ) means FHA, Fannie Mae, Ginnie Mae, Freddie Mac or VA.

" Agency Guidelines" means those requirements, standards and procedures which may be adopted by the Agencies from time to time with respect to their purchase or guaranty of residential mortgage loans, which requirements govern the Agencies' willingness to purchase or guaranty such loans.

" Aggregate Purchase Price" means, at any time, the sum of the Purchase Prices paid by Buyer for all Purchased Mortgage Loans that are subject to Transactions outstanding at that time.

" Agreement" means this Master Repurchase Agreement between Seller and Buyer (including any supplemental terms or conditions contained in the Exhibits hereto and the Side Letter), as the same shall be amended, restated, supplemented or otherwise modified from time to time. " Approved Takeout Investor" means any of (i) Fannie Mae, Freddie Mac and any of the other entities listed on Schedule I , as such schedule is updated from time to time by agreement of Seller and Buyer; (ii) CL or (iii) an entity which is reasonably acceptable to Buyer,


2

as indicated by Buyer to Seller in writing; provided that, notwithstanding the foregoing, any entity described in the foregoing clauses (i) through (iii) that fails to perform any of its obligations under its Takeout Agreement shall cease to be an Approved Takeout Investor upon such failure.

" Authorized Officer" means and includes each of Seller' s Chairman of the Board, President, Chief Financial Officer, Treasurer and Treasury Operations Manager. " Authorized Signers" means each of the officers of Seller listed on Schedule II hereto or otherwise designated by the officer of the Seller who is Seller' s administrator with respect to the CMWF Web, as such schedule may be updated by Seller from time to time with prior written notice to Buyer. " Available Funding Capacity" means the available and unused borrowing or funding capacity on the date of determination which may be drawn by a Person on such date under such Person' s mortgage loan warehousing or repurchase facilities with financial institutions other than Buyer, excluding borrowings or fundings as to which there is any condition to drawing (including any collateral or asset value requirement) that could not be timely satisfied so as to permit drawing thereof on such date.

" Available Warehouse Facilities" means, at any time, the aggregate amount of used and unused available warehouse lines of credit, purchase facilities, repurchase facilities and off-balance sheet funding facilities (whether committed or uncommitted) available to Seller at such time.

" Bailee Letter" means a bailee letter in the form attached hereto as Exhibit J or such other form as is satisfactory to Buyer in its sole discretion. " Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. Paragraph 101 et seq. ), as amended by the Bankruptcy Reform Act and as further amended from time to time, or any successor statute.

" Bankruptcy Reform Act" means the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, effective as of October 17, 2005. " Business Day" means a day (other than a Saturday or Sunday) when (i) banks in Dallas, Texas, Houston, Texas and New York, New York are generally open for commercial banking business and (ii) federal funds wire transfers can be made.

" Cash Equivalents" means any of the following: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within three (3) months or less after the date of the applicable financial statement reporting such amounts; and (b) certificates of deposit, time deposits or Eurodollar time deposits having maturities of three (3) months or less after the date of the applicable financial statement reporting such amounts, or overnight bank deposits, issued by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $250,000,000 and rated at least A- by S&P or A3 by Moody' s.


3

" Cash Pledge Account" means the internal demand deposit account held at JPM Chase for the benefit of Buyer, and styled as follows:

JPMorgan Chase Bank, N.A. Secured Party

Cash Pledge Account for Pulte Mortgage LLC " Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of outstanding shares of voting stock (or equivalent equity interests) of Seller at any time if after giving effect to such acquisition such Person or Persons owns fifty percent (50%) or more of such outstanding voting stock (or equivalent equity interests).

" Change in Requirement of Law" means (a) the adoption of a Requirement of Law after the date of this Agreement, (b) any change in a Requirement of Law or (c) compliance by Buyer (or by any applicable lending office of Buyer) with any Requirement of Law made or issued after the date of this Agreement.

" CL" means JPM Chase, operating through its unincorporated division commonly known as its Correspondent Lending group. " CL Loan" means an Eligible Mortgage Loan for which CL is the Approved Takeout Investor. " CL Government Loan" means a Government Loan for which CL is the Approved Takeout Investor. " CMWF Web" means the website maintained by Buyer and used by Seller and Buyer to administer the Transactions, the notices and reporting requirements contemplated by the Transaction Documents and other related arrangements.

" Completed Repurchase Advice" means with respect to any Purchased Mortgage Loan, receipt by Buyer of:

(i) funds into the Funding Account in an amount equal to or greater than (x) the Repurchase Price of such Purchased Mortgage Loan minus (y) any unpaid Price Differential to be paid by Seller on the next Remittance Date;

(ii) in the event that the funds described in clause (i) above are less than an amount equal to (x) the Repurchase Price of such Purchased Mortgage Loan minus (y) any unpaid Price Differential to be paid by Seller on the next Remittance Date, confirmation that funds in an amount equal to such deficiency are on deposit in the Operating Account and available for payment to Buyer after taking into account all other payments required to be made by Seller out of funds on deposit in the Operating Account; (iii) confirmation, in a form reasonably acceptable to Buyer, from the related Approved Takeout Investor that the funds received in the Funding Account are for the purchase of that Purchased Mortgage Loan; and


4

(iv) an updated Loan Purchase Detail from Seller showing the removal of that Purchased Mortgage Loan from the list of Purchased Mortgage Loans subject to the outstanding Transactions under this Agreement.

" Compliance Certificate" means a compliance certificate substantially in the form of Exhibit C , completed, executed and submitted by the chief financial officer or another Authorized Officer of Seller.

" Confirmation" means a confirmation substantially in the form attached hereto as Exhibit A and delivered pursuant to Paragraph 3 .

" Conventional Conforming Loan" means a Mortgage Loan which conforms to Agency Guidelines. The term Conventional Conforming Loan shall not include a Mortgage Loan which is a Government Loan. " Cooperative Corporation" means with respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Project and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

" Cooperative Loan" means a mortgage loan that is secured by a Lien on and perfected security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

" Cooperative Project" means, with respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements, all of which shall be located in any state of the United States or the District of Columbia.

" Cooperative Shares" means, with respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a stock certificate.

" Cooperative Unit" means, with respect to a Cooperative Loan, a specific unit in a Cooperative Project.

" Credit File" means, with respect to a Mortgage Loan, all of the paper and documents required to be maintained pursuant to the related Takeout Commitment, and all other papers and records of whatever kind or description, whether developed or created by Seller or others, required to Originate, document or service the Mortgage Loan.

" CTX Originated Loans" means Mortgage Loans originated on any date between August 18, 2009 and February 18, 2010 by CTX Mortgage Company (" CTX" , a wholly-owned subsidiary of Centex Corporation, a wholly-owned subsidiary of Seller' s Affiliate, Pulte Homes, Inc.).


5

" Current Liabilities" means, with respect to any Person at any date, those liabilities set forth in the consolidated balance sheet of the Person, prepared in accordance with GAAP, as current liabilities, defined as those liabilities due upon demand or within one year from the date of calculation.

" Debt" means, with respect to any Person, at any date (a) all indebtedness or other obligations of such Person (and, if applicable, that Person' s Subsidiaries, on a consolidated basis) which, in accordance with GAAP, would be included in determining total liabilities as shown on the liabilities side of a balance sheet of such Person at such date; and (b) all indebtedness or other obligations of such Person (and, if applicable, that Person' s Subsidiaries, on a consolidated basis) for borrowed money or for the deferred purchase price of property or services; provided that, for purposes of this Agreement, there shall be excluded from Debt at any date loan loss reserves, deferred taxes arising from capitalized excess service fees, operating leases and Qualified Subordinated Debt. " Default" means any condition or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default.

" Defaulted Loan" means a Mortgage Loan (i) as to which any payment, escrow payment, or part thereof, remains unpaid for thirty (30) days or more from the original due date for such payment (whether or not Seller has allowed any grace period or extended the due date thereof by any means), (ii) as to which another material default has occurred and is continuing, including the commencement of foreclosure proceedings; (iii) as to which an Act of Insolvency has occurred with respect to the Mortgagor thereof or any cosigner, guarantor, endorser, surety, assumptor or grantor with respect thereto, or (iv) which, consistent with Seller' s collection policies, has been or should be written off as uncollectible in whole or in part. " Defective Mortgage Loan" means a Mortgage Loan that is not an Eligible Mortgage Loan. " Early Repurchase Date" has the meaning set forth in Paragraph 3(h)(ii) . " Electronic Tracking Agreement" means the Electronic Tracking Agreement substantially dated the date hereof by and among, Buyer, Seller, MERS and MERSCORP, Inc. (the " Electronic Agent" ); as the same shall be amended, supplemented or otherwise modified from time to time. " Eligible Mortgage Loan" means, on any date of determination, a Mortgage Loan: (i) for which each of the representations and warranties set forth on Exhibit B is true and correct as of such date of determination;

(ii) which is either a Conventional Conforming Loan or a Government Loan;

(iii) which was Originated within thirty (30) days prior to the Purchase Date for the initial Transaction to which that Mortgage Loan was subject;

6

(iv) which is eligible for sale to an Approved Takeout Investor under its Takeout Guidelines;

(v) which has a scheduled Repurchase Date not later than forty-five (45) days after the Purchase Date for the initial Transaction to which that Mortgage Loan was subject; (vi) which does not have a Loan-to-Value Ratio in excess of one hundred three percent (103%), in the case of a Government Loan, or ninety-five percent (95%), in the case of a Conventional Conforming Loan and, if its Loan-to-Value Ratio is in excess of eighty percent (80%), it has private mortgage insurance in an amount required by the applicable Agency Guidelines, unless pursuant to Agency Guidelines in existence at the time such Mortgage Loan was originated, private mortgage insurance is not required for such Mortgage Loan; (vii) which, if a Government Loan, the related Mortgagor has a FICO Score of at least 620;

(viii) which, if a Conventional Conforming Loan, the related Mortgagor has a FICO Score of at least 620;

(ix) for which a complete Loan File has been delivered to Buyer, or, in the case of a Wet Loan, for which all items listed in items (i) through (iv) of the definition of Loan File have been delivered to Buyer;

(x) for which, if a Wet Loan on the applicable Purchase Date, all applicable items listed in items (v) through (xii) of the definition of Loan File have been delivered to Buyer at or prior to its Wet Funding Deadline; (xi) which, if a Wet Loan, its Purchase Price, when added to the sum of the Purchase Prices of all other Wet Loans that are then subject to Transactions, is less than or equal to thirty percent (30%) of the Facility Amount or up to fifty percent (50%) of the Facility Amount on any day that is one of the first five (5) or the last five (5) Business Days of any calendar month;

(xii) which, if a CL Government Loan, its Purchase Price, when added to the sum of the Purchase Prices of all other CL Government Loans that are then subject to Transactions, is less than or equal to one hundred percent (100%) of the Facility Amount;

(xiii) which, if a Non-CL Government Loan, its Purchase Price, when added to the sum of the Purchase Prices of all other Non-CL Government Loans, is less than or equal to one hundred percent (100%) of the Facility Amount; (xiv) for which, if not a CL Loan, Buyer has approved the underwriting, the Takeout Commitment, the appraisal and other related information;


7

(xv) which is not (a) subject to a Takeout Agreement with respect to which Seller is in default, or (b) rejected or excluded for any reason (other than default by Buyer) from the related Takeout Commitment by the Approved Takeout Investor; (xvi) which is not a Mortgage Loan that Seller has failed to repurchase when required by the terms of this Agreement;

(xvii) for which the Takeout Commitment has not expired or been terminated or cancelled by the Approved Takeout Investor;

(xviii) for which the related Mortgage Note has not been out of the possession of Buyer pursuant to a Trust Release Letter for more than twenty-one (21) calendar days after the date of that Trust Release Letter;

(xix) for which neither the related Mortgage Note nor the Mortgage has been out of the possession of Buyer pursuant to a Bailee Letter for more than the number of days specified in such Bailee Letter; and

(xx) which is not a Defaulted Loan.

" ERISA" means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated thereunder, as amended from time to time and any successor statute, rules and regulations. " Event of Default" has the meaning set forth in Paragraph 12 . " Facility Amount" has the meaning set forth in the Side Letter. " Fannie Mae" means the Federal National Mortgage Association or any successor. " FDIC" means the Federal Deposit Insurance Corporation or any successor. " FHA" means the Federal Housing Administration, which is a sub-division of HUD, or any successor. The term " FHA" is used interchangeably in this Agreement with the term " HUD" .

" FICO Score" means, with respect to any Mortgagor, the statistical credit score prepared by Fair Isaac Corporation, Experian Information Solutions, Inc., TransUnion LLC or such other Person as may be approved in writing by Buyer in its sole discretion.

" Financial Institution" means JPM Chase in its capacity as the bank at which the Accounts are held.

" Freddie Mac" means the Federal Home Loan Mortgage Corporation or any successor.

" Funding Account" means the internal demand deposit account held at JPM Chase for the benefit of Buyer, and styled as follows:

JPMorgan Chase Bank, N.A. Secured Party

8

Funding Account for Pulte Mortgage LLC " GAAP" means generally accepted accounting principles consistently applied in the United States.

" Ginnie Mae" means the Government National Mortgage Association or any successor.

" GLB Act" means the Gramm-Leach Bliley Act of 1999 (Public Law 106-102, 113 Stat 1338), as it may be amended from time to time.

" Government Loan" means a Mortgage Loan which is insured by the FHA or guaranteed by the Department of Veterans Affairs. The term Government Loan shall not include any Mortgage Loan which is a Conventional Conforming Loan.

" Governmental Authority" means and includes the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, any governmental or quasi-governmental department, commission, board, bureau or instrumentality, any court, tribunal or arbitration panel, and, with respect to any Person, any private body having regulatory jurisdiction over any Person or its business or assets (including any insurance company or underwriter through whom that Person has obtained insurance coverage).

" Hedging Arrangement" means any forward sales contract, forward trade contract, interest rate swap agreement, interest rate cap agreement, or other contract pursuant to which Seller has protected itself from the consequences of a loss in the value of a Mortgage Loan or its portfolio of Mortgage Loans because of changes in interest rates or in the market value of mortgage loan assets.

" HUD" means the U.S. Department of Housing and Urban Development or any successor department or agency. " Impound Collection Account" means that certain deposit account designated as an escrow or agency account held at JPM Chase, and styled as follows:

Impound Collection Account for Pulte Mortgage LLC " Income" means, with respect to any Purchased Mortgage Loan, (i) all payments of principal, payments of interest, proceeds of Takeout Commitments, proceeds of Hedging Arrangements, cash collections, dividends, sale or insurance proceeds and other cash proceeds received relating to the Purchased Mortgage Loan and other Mortgage Assets, (ii) any other payments or proceeds received in relation to the Purchased Mortgage Loan and other Mortgage Assets (including, without limitation, any liquidation or foreclosure proceeds with respect to the Purchased Mortgage Loan and payments under any guarantees relating to the Purchased Mortgage Loan), and (iii) all other " proceeds" as defined in Section 9-102(64) of the UCC.


9

" Income Account" means that certain deposit account held at JPM Chase, and styled as follows:

Income Account for Pulte Mortgage LLC " Indemnified Party" has the meaning set forth in Paragraph 16(b) . " Insured Closing Letter" means a letter of indemnification from a title insurer addressed to Seller and/or Buyer, with coverage that is customarily acceptable to Persons engaged in the Origination of mortgage loans, identifying the Settlement Agent covered thereby and indemnifying Seller and/or Buyer against losses incurred due to malfeasance or fraud by the Settlement Agent or the failure of the Settlement Agent to follow the specific closing instructions specified by Buyer in the escrow letter with respect to the closing of one or more Mortgage Loans. The Insured Closing Letter shall be either with respect to the individual Mortgage Loan being purchased pursuant hereto or a blanket Insured Closing Letter which covers closings conducted by the Settlement Agent in the jurisdiction in which the closing of such Mortgage Loan takes place.

" Interim Servicing Term" has the meaning set forth in Paragraph 13(a) . " IRC" means the Internal Revenue Code of 1986, as amended from time to time and any successor statute.

" JPM Chase" means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors and assigns.

" Last Endorsee" means with respect to each Mortgage Loan, the last Person to whom such Mortgage Loan was assigned or the related Mortgage Note was endorsed, as applicable.

" Leverage Ratio" means that ratio of a Person' s Debt (including off balance sheet financings) to its Adjusted Tangible Net Worth. " Lien" means any security interest, mortgage, deed of trust, charge, pledge, hypothecation, assignment, deposit arrangement, equity, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

" Liquidity" means, at any time, the sum of (i) Seller' s unencumbered and unrestricted cash and Cash Equivalents (including the balance on deposit in the Cash Pledge Account, but excluding any restricted cash or cash pledged to third parties) at such time plus (ii) with respect to any Purchased Mortgage Loans subject to this Agreement, the excess, if any, of the maximum Purchase Price available to Seller pursuant to the terms hereof for such Purchased Mortgage Loans over the aggregate outstanding Purchase Price for such Purchased Mortgage Loans at such time plus (iii) Seller' s Available Funding Capacity.


10

" Litigation" means, as to any Person, any action, lawsuit, investigation, claim, proceeding, judgment, order, decree or resolution pending or threatened against or affecting such Person or the business, operations, properties or assets of such Person before, or by, any Governmental Authority. " Loan File" means, with respect to each Mortgage Loan, the following documents: (i) if a Wet Loan, a fully executed Insured Closing Letter from the related Settlement Agent involved in the Wet Funding of that Mortgage Loan;

(ii) if a Government Loan, a valid eligibility certification from VA or FHA, as applicable, or such other documentation as may be required by Buyer in its sole discretion and specified in a written notice from Buyer to Seller from time to time, with respect to such Purchased Mortgage Loan;

(iii) if a Conventional Conforming Loan, a valid eligibility certification from Fannie Mae or Freddie Mac, as applicable, or such other documentation as may be required by Buyer in its sole discretion and specified in a written notice from Buyer to Seller from time to time, with respect to such Mortgage Loan;

(iv) evidence satisfactory to Buyer, in its reasonable discretion, that such Mortgage Loan is subject to a valid and binding Takeout Commitment, which may include a copy of th
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |