Asset Value

Asset Value. Shall mean with respect to each Eligible Mortgage Loan, the lesser of (a) the applicable Purchase Price Percentage for the related Purchased Mortgage Loan multiplied by the Market Value of such Mortgage Loan and (b) the outstanding principal balance of such Mortgage Loan. Without limiting the generality of the foregoing, the Sellers acknowledge that the Asset Value of a Purchased Mortgage Loan may be reduced to zero by Administrative Agent if: i. a material breach of a representation,... warranty or covenant made by Seller in this Agreement with respect to such Purchased Mortgage Loan has occurred and is continuing; ii. such Purchased Mortgage Loan is a Defaulted Mortgage Loan; iii. such Purchased Mortgage Loan has been released from the possession of the Custodian under the Custodial Agreement for a period in excess of ten (10) Business Days; iv. such Purchased Mortgage Loan has been subject to a Transaction hereunder for a period of greater than 180 days; v. such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which the Mortgage File has not been delivered to the Custodian on or prior to the fifth Business Day after the related Purchase Date; vi. such Purchased Mortgage Loan is no longer acceptable for purchase by any Buyer (or an Affiliate thereof) or the Administrative Agent (or an Affiliate thereof) under any of the flow purchase or conduit programs for which Seller then has been approved due to a Requirement of Law relating to consumer credit laws or otherwise; vii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average Mortgage Interest Rate of all Fixed Rate Mortgage Loans is less than 7.5%; viii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average Mortgage Interest Rate of all Floating Rate Mortgage Loans is less than 7%; ix. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average FICO Score of all Fixed Rate Mortgage Loans is less than 660; x. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average FICO Score of all Floating Rate Mortgage Loans is less than 630; xi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having FICO Scores that are less than or equal to 500 is greater than 1% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having FICO Scores that are less than or equal to 500 is greater than 0.50% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xiii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having FICO Scores that are less than or equal to 550 is greater than 3% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xiv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having FICO Scores that are less than or equal to 550 is greater than 15% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having FICO Scores that are less than or equal to 600 is greater than 10% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xvi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having FICO Scores that are less than or equal to 600 is greater than 30% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xvii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average LTV of all Fixed Rate Mortgage Loans is greater than or equal to 87%; xviii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average LTV of all Floating Rate Mortgage Loans is greater than or equal to 85%; xix. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having an LTV that is greater than or equal to 95% but less than or equal to 100% is greater than or equal to 40% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xx. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having an LTV that is greater than or equal to 95% but less than or equal to 100% is greater than or equal to 15% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average CLTV of all Fixed Rate Mortgage Loans is greater than or equal to 95%; xxii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Weighted Average CLTV of all Floating Rate Mortgage Loans is greater than or equal to 95%; xxiii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having a CLTV that is greater than or equal to 95% but less than or equal to 100% is greater than or equal to 40% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxiv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having a CLTV that is greater than or equal to 95% but less than or equal to 100% is greater than or equal to 65% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having an original Outstanding Principal Balance that is less than or equal to $50,000 is greater than or equal to 20% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxvi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having an original Outstanding Principal Balance that is less than or equal to $50,000 is greater than or equal to 5% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxvii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having an original Outstanding Principal Balance that is less than or equal to $100,000 is greater than or equal to 45% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxviii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having an original Outstanding Principal Balance that is less than or equal to $100,000 is greater than or equal to 10% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxix. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having a Credit Grade of "A" is less than 95% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxx. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having a Credit Grade of "A" is less than 90% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxxi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans having a Credit Grade of "D" is greater than 0.50% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxxii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans having a Credit Grade of "D" is greater than 1% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxxiii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgagors have provided Full Documentation is less than or equal to 55% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxxiv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgagors have provided Full Documentation is less than or equal to 40% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxxv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all 40 Year Mortgage Loans, 30/40 Mortgage Loans and Interest Only that are Fixed Rate Mortgage Loans, combined, is greater than or equal to 10% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxxvi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all 40 Year Mortgage Loans, 30/40 Mortgage Loans and Interest Only Loans that are Floating Rate Mortgage Loans, combined, is greater than or equal to 75% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxxvii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgagor occupies the related Mortgaged Property is less than 93% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xxxviii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgagor occupies the related Mortgaged Property is less than 90% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xxxix. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is designated for single-family use is less than 65% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xl. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgaged Property is designated for single-family use is less than 65% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xli. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is designated for other than single-family use is greater than 35% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xlii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgaged Property is designated for other than single-family use is greater than 35% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xliii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans that are also Second Lien Mortgage Loans is greater than 40% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xliv. such Purchased Mortgage Loan is a Floating Rate Mortgage Loan that is also a Second Lien Mortgage Loan; xlv. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is located in the State of California is greater than 42% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xlvi. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgaged Property is located in the State of California is greater than 55% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; xlvii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is located in the State of Texas is greater than 20% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xlviii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is located in the States of California and Texas, combined, is greater than 50% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; xlix. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans with respect to which the related Mortgaged Property is located in a particular state of the United States or the District of Columbia (other than the States of California and Texas) is greater than 12% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans; l. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with respect to which the related Mortgaged Property is located in a particular state of the United States or the District of Columbia (other than the State of California) is greater than 15% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans; li. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Fixed Rate Mortgage Loans that are Purchased Mortgage Loans exceeds 50% of the Outstanding Principal Balance of all Purchased Mortgage Loans; or lii. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans that are Purchased Mortgage Loans exceeds the greater of (i) 20% of the Facility Outstanding Principal and (ii) $100 million. 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Asset Value. Means, with respect to (a) each Contributed Crop Loan, the lesser of (i) (x) for any Contributed Crop Loan whose proceeds were used to fund the growth of Crops to be harvested in Crop Year 2020, five million dollars ($5,000,000) and (y) for any other Contributed Crop Loan, ten million dollars ($10,000,000) and (ii) the applicable Purchase Price Percentage multiplied by (x) for all Transactions, to the extent the insurance period for the related Crop Insurance Policy has not expired (for the... avoidance of doubt, expired shall mean that the time for payment of indemnities under such Crop Insurance Policy has terminated), the lesser of (1) the Market Value thereof and (2) the Insured Value and (y) with respect to Contributed Crop Loans whose proceeds were used to fund the growth of Crops to be harvested in Crop Year 2020, to the extent the related insurance period under the Crop Insurance Policy has expired, the Market Value thereof and (b) a Purchased Asset, an amount equal to the combined Asset Value of the Contributed Crop Loans. View More

Asset Value. Shall mean as of any date of determination with respect to (A) each Eligible Asset that is not a Repurchased Mortgage Loan, a HELOC, an Alt-A Second Mortgage Loan or a Sub-Prime Second Mortgage Loan, the lesser of (a) the Purchase Percentage applicable to such Eligible Asset multiplied by the Market Value of such Mortgage Loan as of such date and (b) the outstanding principal balance of such Eligible Asset as of such date, (B) each Repurchased Mortgage Loan, 60% of the least of (a) 90% of the... Market Value of such Mortgage Loan as of such date, (b) the outstanding principal balance of such Eligible Asset as of such date and (c) the Repurchased Appraised Value of such Mortgage Loan and (C) each Eligible Asset that is a HELOC, an Alt-A Second Mortgage Loan or a Sub-Prime Second Mortgage Loan, the lesser of (a) Purchase Percentage applicable to such Eligible Asset multiplied by the Market Value of such Mortgage Loan as of such date and (b) the outstanding principal balance of such Eligible Asset as of such date; provided, that, the following additional limitations on Asset Value shall apply: (1) after giving effect to any requested Transaction, the aggregate Asset Value of all Alt-A Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Alt-A Sub-Limit; (2) after giving effect to any requested Transaction, the aggregate Asset Value of all Sub-Prime Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Sub-Prime Sub-Limit; (3) after giving effect to any requested Transaction, the aggregate Asset Value of all Sub-Prime Second Lien Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Sub-Prime Second Lien Sub-Limit; (4) after giving effect to any requested Transaction, the aggregate Asset Value of all Sub-Prime Mortgage Loans made to "C" or "D" credit quality Mortgagors owned hereunder by Buyer as of such date of determination may not exceed the Credit Sub-Limit; (5) after giving effect to any requested Transaction, the aggregate Asset Value of all Mortgage Loans which are Manufactured Housing Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Manufactured Housing Sub-Limit; (6) after giving effect to any requested Transaction, the aggregate Asset Value of all Sub-Prime Mortgage Loans which are not occupied by the related Mortgagor as its primary residence (as determined on the origination date) owned hereunder by Buyer as of such date of determination may not exceed the N/O/O Sub-Limit; (7) after giving effect to any requested Transaction, the aggregate Asset Value of all Repurchased Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Repurchased Mortgage Loan Sub-Limit; (8) after giving effect to any requested Transaction, the aggregate Asset Value of all Co-op Loans owned hereunder by Buyer as of such date of determination may not exceed the Co-op Sub-Limit; (9) after giving effect to any requested Transaction, the aggregate Asset Value of all Super Jumbo Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Super Jumbo Sub-Limit; (10) after giving effect to any requested Transaction, the aggregate Asset Value of all Fannie Mae Flex 100 Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Fannie Mae Flex 100 Sub-Limit; -2- (11) after giving effect to any requested Transaction, the aggregate Asset Value of all Interest-Only Loans owned hereunder by Buyer as of such date of determination may not exceed the Interest-Only Sub-Limit; (12) after giving effect to any requested Transaction, the aggregate Asset Value of all Wet-Ink Mortgage Loans owned hereunder by Buyer as of such date is determination may not exceed the Wet-Ink Sub-Limit; (13) after giving effect to any requested Transaction, the aggregate Asset Value of all Co-op Loans that are Super Jumbo Mortgage Loans, Jumbo Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Co-op Jumbo Sub-Limit; (14) with respect to each Check Funded Loan, the Asset Value shall be deemed zero until at least one check set forth on the related Check Funding Schedule has been presented for payment and paid in accordance with the procedures set forth in the Custodial and Disbursement Agreement and the Check Disbursement Agreement; provided that for purposes of Section 3(n) and Section 4 hereof, the Asset Value shall be equal to no more than amounts that have previously been paid in respect of checks with respect to such Check Funded Loan; (15) with respect to each Official Check Funded Loan, the Asset Value shall be deemed zero until the official check set forth on the related Official Check Funding Schedule has been presented for payment and paid in accordance with the procedures set forth in the Custodial and Disbursement Agreement and the Official Check Disbursement Agreement; provided that for purposes of Section 3(n) and Section 4 hereof, the Asset Value shall be equal to no more than amounts that have previously been paid in respect of checks with respect to such Official Check Funded Loan; (16) after giving effect to any requested Transaction, the aggregate Asset Value of all HELOCs owned hereunder by Buyer as of such date of determination may not exceed the HELOC Sub-Limit; and (17) the Asset Value shall be deemed to be zero with respect to each Mortgage Loan (i) in respect of which there is a breach of a representation and warranty set forth in Schedule 1 (assuming each representation and warranty is made as of the date the Asset Value is determined), (ii) other than with respect to a Repurchased Loan, in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period in excess of twenty-nine (29) calendar days (without regard to any applicable grace periods), (iii) which has not been repurchased by Seller by the earlier to occur of (A) the Termination Date and (B) except with respect to Repurchased Mortgage Loans, the 90th day after the date on which it is first purchased by Buyer, and with respect to Repurchased Mortgage Loans, the 180th day after the date on which such Mortgage Loan becomes a Repurchased Mortgage Loan, (iv) which has been released from the possession of Custodian under the Custodial and Disbursement Agreement to any Person other than Buyer for a period in excess of forty-five (45) calendar days with respect to releases pursuant to Section 5(c), (v) which has been released from the possession of -3- Custodian under the Custodial and Disbursement Agreement to Seller for a period in excess of ten (10) calendar days with respect to releases pursuant to Sections 5(a) and 5(b), (vi) which exceed the Sub-Limit for the related Class or otherwise or (vii) which is a Wet-Ink Mortgage Loan, for which Custodian has failed to receive the related Mortgage Documents by the tenth 10th Business Day following the applicable Purchase Date. 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Asset Value. Has the meaning assigned to such term in the Pricing Side Letter.

Asset Value. The definition of "Asset Value" in Section 2 of the Existing Repurchase Agreement is hereby amended by: (i) deleting "or" at the end of clause (a)(ix), (ii) deleting "and" at the end of clause (a)(x) and replacing it with "or" and (iii) adding the following new subsection at the end of subsection (a): (xi) such Purchase Asset is a Conforming Mortgage Loan and (x) has been subject to a Transaction for more than thirty (30) calendar days and (y) Seller fails to deliver the documents required... pursuant to Section 11(ii); and View More