Delegated Seller Guide

ALTA

The American Land Title Association or any successor thereto.

ARM Loan

Any Mortgage Loan in which the related Mortgage Note contains a provision whereby the Mortgage Interest Rate is adjusted from time to time in accordance with the terms of such Mortgage Note.

AUS

An Automated Underwriting System.

Accepted Servicing Practices

With respect to any Mortgage Loan, those mortgage servicing practices performed (i) by prudent mortgage lending institutions that service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, (ii) in accordance with applicable state, local and federal laws, rules and regulations, and (iii) in a manner consistent with the Agreement and at least equal in quality to the servicing practices used by Seller or Seller’s designee for the Mortgage Loans they own in their own portfolio.

Adjustment Date

As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.

Agency

Fannie Mae, Freddie Mac or Ginnie Mae. Together, Fannie Mae, Freddie Mac and Ginnie Mae may be referred to as the “Agencies.”

Agreement (or Loan Purchase Agreement)

Collectively, the MLPA, by and between the Seller and the Purchaser, and the Guide, as each may be amended, supplemented or otherwise modified from time to time, together with any Confirmations and Funding Schedules executed or otherwise submitted and accepted in connection therewith.

Allonge

An addendum to a contract or other transaction on which a party affixes his/her signature.

Amortization

The gradual reduction of mortgage debt through periodic payments of principal and interest over the term of the Mortgage Note.

Annual Percentage Rate (APR)

The annual cost of a Mortgage Loan to a Mortgagor, expressed as a percentage of the original principal balance of such Mortgage Loan, but the calculation of which also include other charges and fees to reflect the total cost of financing the Mortgage Loan.

Appraised Value

With respect to any Mortgage Loan, the value of the related Mortgaged Property based upon the lesser of (i) the appraisal made for the originator at the time of origination of the Mortgage Loan or (ii) the purchase price of the Mortgaged Property at the time of origination of the Mortgage Loan; provided, however that with respect to a refinanced Mortgage Loan in which the Mortgagor purchased the related Mortgaged Property twelve (12) months or more prior to the origination date of such refinanced Mortgage Loan, such value is based solely upon the appraisal made at the time of origination of such refinanced Mortgage Loan.

Assignment of Mortgage

An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage.

Balloon Mortgage Loan

Any Mortgage Loan in which the Mortgage Note matures prior to full amortization and requires a final and accelerated lump-sum payment of outstanding principal.

Base Price

The starting price of a loan, usually taken from the rate sheet, to which the SRP and all other loan price adjusters are added or subtracted.

Basis Point

One one-hundredth of one percent, or 1/100 of 1% (e.g., 7.5 basis points is equal to .075%).

Beneficiary

Anyone receiving or to receive benefits, as funds from a will, etc.

Best Efforts Lock Confirmation

A confirmation of the intent by Seller to sell, and Purchaser to purchase, a specific Mortgage Loan at a specific price. Seller is expected to use its "best efforts" to close and deliver each Mortgage Loan subject to a Best Efforts Lock Confirmation on or prior to the Delivery Due Date and on such other terms as are set forth in the related Best Efforts Lock Confirmation. If Seller closes a Mortgage Loan subject to a Best Efforts Lock Confirmation, the related Best Efforts Lock Confirmation shall become a Mandatory Trade Confirmation, and Seller’s delivery of such Mortgage Loan to Purchaser shall be required, regardless of whether the related Best Efforts Lock Confirmation subsequently expires.

Bridge Loan

A single payment, non-amortized Mortgage Loan based on the amount of equity in the Mortgagor's current home to be used for a down payment or closing costs on a new primary residence.

Business Day

Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the State of California are authorized or obligated by law or executive order to be closed.

Buy Down Account

An account in which funds are held pending application as part of the Monthly Payment as each such Monthly Payment becomes due during the period that a Buy-Down Plan is in effect.

Buy-out Affidavit

Mortgagor's notarized statement of his/her intent to accept an employer's offer to purchase Mortgagor's current residence if Mortgagor is unable to dispose of the residence prior to the expiration of such employer's offer.

Buy–Down Plan

A Mortgage Loan payment plan pursuant to which funds are advanced by a person other than the Mortgagor (e.g. a builder, seller or lender) to reduce the Monthly Payments either during the entire term of the Mortgage Loan, a "permanent buy-down," or for an initial term, a "partial-term buy–down."

Cash-Out Refinance

A refinancing transaction in which the amount of money received from the new Mortgage Loan exceeds the total amount of money needed to pay any closing costs and points on such Mortgage Loan and repay the existing first mortgage loan, any outstanding subordinate mortgage liens, and any other fees or costs related thereto.

Certificate of Completion

A certification required to confirm the completion of any additional repairs or other items required by an appraiser.

Closing Date

The date on which a Mortgage Loan closes and funds are disbursed to or for the benefit of the Mortgagor.

Commitment Period

The term set forth in a Purchase Commitment during which the terms and pricing for the sale and purchase of a Mortgage Loan are guaranteed.

Condominium or Condo

A form of ownership of real property in which the Mortgagor receives title to an individual unit, an individual interest in the project’s common areas, and, in some cases, the exclusive use of certain limited common areas.

Confirmation

A confirmation of the parties’ intent to effect the sale by Seller and the purchase by Purchaser of one or more Mortgage Loan(s) pursuant to the terms of the Agreement and the related Confirmation, which shall take the form of a Best Efforts Lock Confirmation, a Mandatory Trade Confirmation or a bulk Purchase Commitment.

Cooperative Mortgage Loan

Mortgage Loans relating to one or more units in a Cooperative Project.

Cooperative Project

A residential or mixed-use property in which a corporation or trust holds title and sells shares of stock representing the value of a single apartment unit to individuals who, in turn, receive a proprietary lease as evidence of title.

Corporate Relocation

An arrangement under which an employer moves an employee to another area.

Corporate Relocation Mortgage

A Mortgage Loan that facilitates an employee’s transfer to a new business location and is originated under a structured corporate relocation program.

Corporate Resolution

A duly executed corporate resolution, certified by the corporate secretary or other authorized officer.

Credit Bureau

An organization from which credit reports are obtained.

Credit Report

A report obtained by a prospective lender that contains a credit score of a prospective Mortgagor and is used to aid in determination of such prospective Mortgagor’s credit worthiness.

Credit Score

A numerical value assigned to an individual that ranks his or her credit risk at a given point in time based on information in the individual’s credit file.

Custodial Account

Any account maintained by the Seller or the Seller’s subservicer for the sole and exclusive benefit of the Purchaser and titled “Seller or its subservicer in trust for the benefit of Purchaser.” The Seller shall use the Custodial Account to segregate and hold all funds collected and received in connection with the Mortgage Loans separate and apart from any of its own funds and general assets.

Custodial Agreement

The agreement, if any, executed by the Purchaser and the Custodian governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Document, in a form acceptable to the Purchaser.

Custodian

The custodian under the Custodial Agreement, or such Custodian’s successor in interest or assigns, or any successor to the Custodian under the Custodial Agreement, as therein provided.

Debt-to-Income Ratio

A ratio derived by dividing a prospective Mortgagor’s total monthly debt or payment obligations by his or her gross monthly income.

Defective Delivery Period

The period of time during which a Mortgage Loan is subject to re-pricing, where such Mortgage Loan was delivered on time but with defective documentation or other information. Unless otherwise specified in the Guide, the Defective Delivery Period commences on the later of the Delivery Due Date or the date on which Seller was notified of the relevant defect.

Delegated Underwriting

The underwriting of a Mortgage Loan by Seller pursuant to express written authority granted by Purchaser.

Delivery

The delivery of a Mortgage Loan to Purchaser shall be deemed to occur if (A) it is received by Purchaser prior to the Delivery Due Date [or any defective documentation or other information is received prior to the expiration of the Defective Delivery Period]; (B) it is in compliance with the requirements set forth in the Agreement; and (C) there are no outstanding conditions that must be satisfied by Seller prior to the purchase of the Mortgage Loan.

Delivery Due Date

The date by which Seller must deliver the related Mortgage Loan in purchasable form to Purchaser or its designee.

Desktop Underwriter or DU

Fannie Mae’s proprietary AUS.

ECOA

The Equal Credit Opportunity Act, as amended.

Early Payment Default

For any Mortgage Loan that is eligible for sale to an Agency, an Early Payment Default exists when any of the first four (4) Monthly Payments due to the Purchaser from the Mortgagor on a Mortgage Loan becomes ninety (90) days or more delinquent. For any Mortgage Loan that is a FNMA HomeStyle Renovation loan, an Early Payment Default exists when either (a) any of the first four (4) Monthly Payments due to the Purchaser from the Mortgagor on a Mortgage Loan becomes ninety (90) days or more delinquent, or (b) if the renovation work is not complete, any of the Monthly Payments due to the Purchaser from the Mortgagor on a Mortgage Loan becomes delinquent before the renovation work on the Mortgaged Property is completed and such Monthly Payment subsequently becomes ninety (90) days or more delinquent.. For any Mortgage Loan that is not eligible for sale to an Agency, an Early Payment Default exists when any Monthly Payment due to the Purchaser from the Mortgagor on a Mortgage Loan becomes (30) days or more delinquent on or prior to one-hundred twenty (120) days after the related Funding Date. However, no Early Payment Default shall be deemed to occur where the Mortgage becomes delinquent due to an administrative error by the Purchaser or a related servicer in connection with the application of payments relating to a servicing transfer so long as the Mortgagor resumes timely payment within sixty (60) days of the related Funding Date.

Early Payoff

An Early Payoff exists when a Mortgage Loan is paid in full within 180 days after the Funding Date of such Mortgage Loan. For the purposes of this calculation, the day after the Funding Date (i.e., the day after the date on which Purchaser purchases the Mortgage Loan) is counted as the first day of the 180 days.

Eligibility Review

A review performed by Purchaser on Mortgage Loans to determine if the loan is eligible for purchase. This review does not comprise approval of the Mortgagor’s creditworthiness.

Escrow Account

An account or accounts maintained by the Seller or the Seller’s subservicer to segregate and hold separately Escrow Payments for the sole and exclusive benefit of the Purchaser, titled “Seller or its subservicer in trust for the benefit of Purchaser.”

Escrow Payments

The amounts held in Escrow Accounts for payment of taxes and assessments by special assessment districts, ground rents, insurance premiums, condo or homeowners’ association or planned unit development association dues and similar expenses required to be escrowed by the Mortgagor pursuant to any Mortgage Loan.

Expiration Date

The date on which Purchaser’s commitment to fund a Mortgage Loan on the terms and pricing set forth in the Purchase Commitment shall expire if the Funding Date in respect of such Mortgage Loan has not occurred.

FHA

The Federal Housing Administration and any successor thereto.

FHA Case Number

A mortgage loan number assigned by FHA for loan tracking and insuring purposes.

FHA Mortgage

A mortgage that is insured by the FHA.

FHLMC

The Federal Home Loan Mortgage Corporation and any successor thereto (usually referred to as Freddie Mac).

FNMA

The Federal National Mortgage Association and any successor thereto.

Fannie Mae (or FNMA)

The Federal National Mortgage Association and any successor thereto.

First Mortgage

A mortgage that is the primary lien against a property.

Fixed Rate Mortgage Loan

Any Mortgage Loan in which the Mortgage Interest Rate set forth in the Mortgage Note is fixed for the full term of such Mortgage Loan.

Freddie Mac (or FHLMC)

The Federal Home Loan Mortgage Corporation and any successor thereto.

Fully Indexed Rate

The Mortgage Interest Rate on an ARM Loan, equal to the Index plus the Margin and rounded to the nearest 1/8 of 1%, or 0.125%.

Funding Date

With respect to each sale and purchase of a Mortgage Loan as contemplated hereunder, the date on which the purchase and sale of the Mortgage Loan is consummated.

Funding Schedule

With respect to each Mortgage Loan that is identified in a Purchase Commitment as subject to a bulk purchase, the final terms governing the purchase and sale of such Mortgage Loan, including, without limitation, the Purchase Price Percentage, the Purchase Price and the wire instructions with respect thereto.

GNMA

The Government National Mortgage Association and any successor thereto.

GSE

Fannie Mae or Freddie Mac. Together, Fannie Mae and Freddie Mac may be referred to as the “GSEs.”

Ginnie Mae or GNMA

The Government National Mortgage Association and any successor thereto.

Guide

The PennyMac Corp. Seller’s Guide, as the same may be amended from time to time.

HMDA

The Home Mortgage Disclosure Act, as amended.

Hazardous Substances

Any substances, materials or waste that are or become regulated under applicable federal, state or local laws or regulations or that are classified as hazardous or toxic under federal, state or local laws or regulations.

Index

With respect to each ARM Loan, the Index shall mean a referenced rate that is added to the Margin to compute the Mortgage Interest Rate for such ARM Loan, as such Mortgage Interest Rate may be adjusted from time to time in accordance with the provisions of the related Mortgage Note.

Initial Note Rate

The initial rate at which interest accrues on an ARM Loan until the first Interest Adjustment Date.

Interest Adjustment Date

With respect to each ARM Loan, the date on which an adjustment to the Mortgage Interest Rate on the related Mortgage Note becomes effective.

Lifetime Mortgage Interest Rate Cap

The absolute maximum Mortgage Interest Rate payable with respect to an ARM Loan, above which the Mortgage Interest Rate shall not be adjusted, as provided in accordance with the provisions of the Mortgage Note.

Loan Prospector or LP

Freddie Mac’s proprietary AUS.

Loan Purchase Agreement

The Mortgage Loan Collectively, the MLPA, by and between the Seller and the Purchaser, and the Guide, as each may be amended, supplemented or otherwise modified from time to time, together with any Confirmations and Funding Schedules executed or otherwise submitted and accepted in connection therewith.

Loan-to-Value Ratio (LTV)

With respect to any Mortgage Loan, the ratio of the original principal balance of a Mortgage Loan to the Appraised Value of the Mortgaged Property.

MERS

Mortgage Electronic Registration Systems, Inc. and any successor thereto.

MERS Mortgage Loan

Any Mortgage Loan registered with MERS on the MERS System.

MERS System

The electronic system of recording transfers of mortgages maintained by MERS.

MI or Mortgage Insurance

Insurance that covers the lender against a percentage of the losses it might sustain on a Mortgage Loan as a result of a default by the Mortgagor of his or her obligation to make the required Monthly Payments.

MIN

The mortgage identification number assigned by MERS to each MERS Mortgage Loan for the purpose of tracking the related Mortgage within the MERS System.

MLPA

The Mortgage Loan Purchase Agreement, by and between Seller and Purchaser, as the same may be amended, supplemented or otherwise modified from time to time.

Mandatory Trade Confirmation

A confirmation of the intent by Seller to sell, and Purchaser to purchase, a specific Mortgage Loan at a specific price. Seller is required to close and deliver each Mortgage Loan subject to a Mandatory Trade Confirmation on or prior to the Delivery Due Date and on such other terms as are set forth in the related Mandatory Trade Confirmation. If Seller closes a Mortgage Loan subject to a Best Efforts Lock Confirmation, the related Best Efforts Lock Confirmation shall become a Mandatory Trade Confirmation, and Seller’s delivery of such Mortgage Loan to Purchaser shall be required, regardless of whether the related Best Efforts Lock Confirmation subsequently expires.

Margin

With respect to each ARM Loan, the percentage amount set forth in the related Mortgage Note that is added to the Index to compute the Mortgage Interest Rate for such ARM Loan, as such Mortgage Interest Rate may be adjusted from time to time in accordance with the provisions of the related Mortgage Note.

Maximum Loan Amount

The maximum origination-date principal balance of a Mortgage Loan eligible for delivery to an Agency under its guidelines, as such guidelines may be amended from time to time.

Monthly Payment

The scheduled monthly payment of principal and interest on a Mortgage Loan.

Mortgage

The mortgage, deed of trust or other such instrument that creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note or a first lien upon a leasehold estate of the Mortgagor, as the case may be.

Mortgage Debt-to-Income Ratio

A ratio derived by dividing a prospective Mortgagor’s total Monthly Payment by his or her gross monthly income.

Mortgage File

The file containing the Mortgage Loan Documents, all other documents in connection with the origination of a particular Mortgage Loan, all appraisals and/or appraisal reviews and/or any property valuations relating to a Mortgaged Property, and all documents, files and other information reasonably necessary to service the Mortgage Loans.

Mortgage Insurance

Insurance that covers the lender against a percentage of the losses it might sustain on a Mortgage Loan as a result of a default by the Mortgagor of his or her obligation to make the required Monthly Payments.

Mortgage Insurance Contract Underwriting

Approval level that allows approved companies to underwrite and issue loan approvals on Mortgage Loans Seller intends to submit to Purchaser for purchase.

Mortgage Interest Rate

The annual rate at which interest accrues on any Mortgage Loan, exclusive of any primary mortgage insurance and, if applicable, as adjusted from time to time in accordance with the provisions of the related Mortgage Note.

Mortgage Loan

A mortgage loan that is sold pursuant to the Agreement, which Mortgage Loan includes, without limitation, the Mortgage Loan Documents, the Mortgage File, the Monthly Payments, Principal Prepayments, any related Escrow Accounts, the Servicing Rights and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.

Mortgage Loan Documents

The following documents pertaining to any Mortgage Loan: (a) the original Mortgage Note, together with any applicable addendums, riders or modifications thereto, bearing all intervening endorsements as may be necessary to show a complete chain of endorsements, endorsed “Pay to the order of _____________, without recourse” and signed in the name of Seller by an authorized officer; (b) the original Assignment of Mortgage for each Mortgage Loan (except for MERS Mortgage Loans) from the Seller to blank; (c) the original or certified copies of each assumption agreement, modification agreement, consolidation or extension agreement, written assurance or substitution agreement, if any; (d) if any of the Mortgage Loan Documents was executed pursuant to a power of attorney or other instrument that authorized or empowered such person to sign, the original power of attorney with evidence of recording thereon; (e) the original Mortgage (and, if the related Mortgage Loan grants the Mortgage to MERS rather than to the original lender, then the MIN and language indicating that such Mortgage Loan is a MERS Mortgage Loan) with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by an officer of the original servicer or by the title insurance company providing title insurance in respect of such Mortgage, the closing/settlement-escrow agent or the closing attorney to be a true and complete copy of the original Mortgage submitted for recordation; (f) each original intervening Assignment of Mortgage as may be necessary to show a complete chain of title, with evidence of recording thereon or attached thereto, or a copy of such Assignment of Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office, or, if any such Assignment of Mortgage has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment of Mortgage certified by an officer to be a true and complete copy of the recorded Assignment of Mortgage or the Assignment of Mortgage submitted for recordation (except for MERS Mortgage Loans, in which case, the originals of all intervening Assignments of Mortgage with evidence of recording thereon prior to the intervening Assignment of Mortgage to MERS, if any); (g) the original policy of title insurance or a copy of such title insurance policy certified as true and correct by the applicable insurer or an attorney’s certificate of title with an officer’s certificate of the original servicer that such attorney’s certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgaged property is located; and (h) the original of any loan agreement or guaranty executed in connection with the Mortgage Note, if any; and the original Primary Mortgage Insurance Policy, if applicable.

Mortgage Note

The note or other evidence of the indebtedness with respect to a Mortgage Loan.

Mortgaged Property

The real property securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor

The obligor on a Mortgage Note.

NOO

Non Owner Occupied.

Net Escrow Payments

Escrow Payment balances remaining after advances by the Seller for taxes and insurance to the extent documented under a detailed statement provided to the Purchaser.

Note Rate

The annual rate at which interest accrues on the unpaid principal balance of a Mortgage Loan, as provided in accordance with the provisions of the related Mortgage Note.

PITI

Principal, interest, taxes and insurance.

PMI Loan

A Mortgage Loan covered by a Primary Mortgage Insurance Policy as of the related Funding Date.

Pair-Off Fee

A fee charged to Seller for its failure to complete the Delivery of a Mortgage Loan subject to a Purchase Commitment or Mandatory Trade Confirmation on or prior to the Delivery Due Date and on such other terms as are set forth in the related Purchase Commitment or Mandatory Trade Confirmation.

Payment Due Date

The day of the month on which a Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

Periodic Mortgage Interest Rate Cap

With respect to each ARM Loan, the absolute maximum amount by which the Mortgage Interest Rate may increase or decrease on an Interest Adjustment Date above the Mortgage Interest Rate previously in effect, as provided in accordance with the provisions of the Mortgage Note.

Power of Attorney

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Prepayment Penalty

An amount payable by the Mortgagor in connection with any Principal Prepayment(s) that exceed(s) allowable thresholds as set forth in the Mortgage Note and/or any riders or addenda thereto.

Prepayment Penalty Option

A provision in a Mortgage Loan that requires the Mortgagor to pay a Prepayment Penalty in specified instances as set forth in the Mortgage Note and/or any riders or addenda thereto.

Primary Mortgage Insurance Policy

A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, providing coverage at least equal to the level of coverage required by the Agencies as of the Funding Date.

Principal Prepayment

Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Product

A specific type of Mortgage Loan product available for sale to Purchaser by Seller as set forth in the Agreement.

Purchasable

The status given to a Mortgage Loan as to which all underwriting, pre-purchase review and/or documentation conditions have been satisfied by Seller and approval for purchase has been given by Purchaser.

Purchase Commitment

A commitment by Seller to sell, and Purchaser to purchase, on a bulk basis, one or more Mortgage Loan(s) possessing certain characteristics, on such terms and pricing as the parties agree on or before the Delivery Due Date.

Purchase Price

The purchase price to be paid by the Purchaser for each Mortgage Loan which, unless otherwise specified in the related Confirmation, shall equal the product of (a) the Purchase Price Percentage times (b) the Stated Principal Balance of the Mortgage Loan, less any fees or discounts due to the Purchaser.

Purchase Price Percentage

The purchase price percentage set forth in the Confirmation to be used in computing the Purchase Price for the related Mortgage Loan.

Qualified Insurer

An insurance company duly authorized, licensed and/or qualified as such under the laws of the state in which it transacts the applicable insurance business and to underwrite the insurance provided, approved as an insurer by the Agencies and the claims paying ability of which is rated in the two highest rating categories by the Standard & Poor’s Ratings Group or Moody’s Investors Service with respect to primary mortgage insurance and in the two highest rating categories by A.M. Best with respect to hazard and flood insurance.

RESPA

The Real Estate Settlement Procedures Act, as amended.

Repurchase Price

The repurchase price for a Mortgage Loan subject to a repurchase obligation under the Agreement shall be as follows: 1) the current unpaid principal balance; plus 2) all accrued and unpaid interest on the Mortgage Loan from the last date through which interest has been paid through and including the last day of the month in which the Seller repurchases the Mortgage Loan; plus 3) the original SRP, if any, paid by Purchaser with respect to such Mortgage Loan or the greater of premium paid in excess to par or 100 bps of the purchased loan amount if the loan is not eligible for sale to an Agency; plus 4) any unreimbursed servicing or escrow advances made by Purchaser with regard to such Mortgage Loan as of the date of repurchase; plus 5) any and all costs and expenses, including, but not limited to, reasonable fees and expenses of counsel incurred by Purchaser as a result of any breach by Seller of its representations and warranties under the Agreement, to enforce Seller’s obligation to repurchase such Mortgage Loan and/or to foreclose on such Mortgage Loan; plus 6) an administrative fee of $3,000; plus 7) if applicable, all interest accrued at the Mortgage Interest Rate in respect of such Mortgage Loan on the aggregate of the amounts set forth in 1) through 6) of this definition (net of any proceeds received by the Purchaser), from the last day of the month in which a foreclosure sale occurred to but excluding the date of repurchase; less 8) any proceeds of mortgage insurance collected by Seller and attributable to such Mortgage Loan, less 9) the net proceeds of any foreclosure sale to a third party (sale price minus costs and expenses, including but not limited to reasonable fees and expenses of counsel incurred by Purchaser in connection with the foreclosure sale).

Rescission

The cancellation or annulment of a transaction or contract by the operation of law or by mutual consent.

SRP

Servicing Released Premium - The premium that reflects the servicing value of a loan sold by Seller and is based upon multiple factors, including, without limitation, loan amount and state adjusters.

Seller

A lender approved as a seller of Mortgage Loans to the Purchaser pursuant to the Agreement.

Seller Application

The application to be completed by a prospective lender prior to its approval as a Seller of Mortgage Loans to Purchaser under the Agreement.

Servicing Released Premium (SRP)

The premium that reflects the servicing value of a loan sold by Seller and is based upon multiple factors, including, without limitation, loan amount and state adjusters.

Servicing Rights

With respect to each Mortgage Loan, the right to do any and all of the following: (a) service and administer the Mortgage Loans; (b) collect any payments or monies payable or received for servicing the Mortgage Loans; (c) collect any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loans; (d) enforce the provisions of all agreements or documents creating, defining or evidencing any such Servicing Rights and all rights of the Seller thereunder, including, but not limited to, any clean-up calls and termination options; (e) collect and apply any Escrow Payments or other similar payments with respect to the Mortgage Loans; (f) control and maintain all accounts and other rights to payments related to any of the property described in this paragraph; (g) possess and use any and all Mortgage Files pertaining to the Mortgage Loans or pertaining to the past, present, or prospective servicing of the Mortgage Loans; and (h) enforce any and all rights, powers and privileges incident to any of the foregoing.

Stated Principal Balance

The unpaid principal balance of the Mortgage Loans at the related Delivery Due Date.

Subordinate Financing

Any mortgage or other lien that is junior in priority to the First Mortgage.

Subordination

The act of a party acknowledging, by written recorded instrument that its lien is inferior to another lien on the same property.

Successful Delivery

The Delivery by Seller to Purchaser, on or before the Delivery Due Date or Expiration Date, as applicable, of Mortgage Loans that are purchasable and in compliance with the terms of the Agreement.

Survey

A measurement of land, prepared by a registered land surveyor, showing the location of the land with reference to known points, its dimensions, and the location and dimensions of any improvements thereon.

TIL

The Truth in Lending Act, as amended.

Third Party Originator (TPO)

Mortgage loans originated and closed in the name of a third party lender other than the Seller.

Transaction Documents

With respect to any Mortgage Loan purchased by the Purchaser hereunder, the Agreement, the related Purchase Commitment and the related Funding Schedule.

USPAP

The Uniform Standards of Professional Appraisal Practice.

VA

The Veterans Administration and any successor thereto.

Wire Instructions

The instructions provided by Seller to Purchaser in connection with the wiring of funds by the Purchaser to Seller or Seller’s designee.