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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2023
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For
the transition period from ____________ to ____________
Commission
File Number: 1-14310
![](https://www.sec.gov/Archives/edgar/data/1014111/000149315223041055/form10-q_001.jpg)
GLASSBRIDGE
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
41-1838504 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
18
East 50th Street, FL7
New
York, New York |
|
10022 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
220-3300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
None |
|
None |
|
None |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
No
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 25,170 shares
of Common Stock, par value $0.01 per share, were outstanding as of October 31, 2023.
GLASSBRIDGE
ENTERPRISES, INC.
TABLE
OF CONTENTS
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements.
GLASSBRIDGE
ENTERPRISES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
millions, except for share and per share amounts)
(Unaudited)
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net revenue | |
$ | — | | |
$ | — | | |
$ | 0.1 | | |
$ | — | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| 1.0 | | |
| 0.7 | | |
| 3.2 | | |
| 2.3 | |
Total operating expenses | |
| 1.0 | | |
| 0.7 | | |
| 3.2 | | |
| 2.3 | |
Operating loss | |
| (1.0 | ) | |
| (0.7 | ) | |
| (3.1 | ) | |
| (2.3 | ) |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| — | | |
| (0.1 | ) | |
| (0.2 | ) | |
| (0.2 | ) |
Other income (expense), net | |
| (0.1 | ) | |
| — | | |
| — | | |
| 0.2 | |
Total other expense, net | |
| (0.1 | ) | |
| (0.1 | ) | |
| (0.2 | ) | |
| — | |
Net loss | |
| (1.1 | ) | |
| (0.8 | ) | |
| (3.3 | ) | |
| (2.3 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share — basic and diluted: | |
$ | (41.67 | ) | |
$ | (30.30 | ) | |
$ | (125.00 | ) | |
$ | (87.12 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted (thousands) | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | |
The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
GLASSBRIDGE
ENTERPRISES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
millions, except share and per share amounts)
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 3.1 | | |
$ | 1.2 | |
Accounts receivable, net | |
| — | | |
| 0.1 | |
Other current assets | |
| 1.0 | | |
| — | |
Total current assets | |
| 4.1 | | |
| 1.3 | |
Mortgage servicing rights
(See Note 5 – Mortgage Servicing Rights) | |
| 6.1 | | |
| — | |
Investment in Arrive, cost (See Note 6 – Arrive Investment) | |
| 12.5 | | |
| 12.8 | |
Other assets and other investments (See Note 6 – Arrive Investment) | |
| 0.6 | | |
| 0.5 | |
Total assets | |
$ | 23.3 | | |
$ | 14.6 | |
Liabilities and Shareholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1.4 | | |
$ | 1.2 | |
Other current liabilities | |
| 0.8 | | |
| 0.4 | |
Total current liabilities | |
| 2.2 | | |
| 1.6 | |
Tacora note payable (See Note 7 – Debt) | |
| 1.9 | | |
| — | |
Preferred stock series B liability (See Note 10– Redeemable Preferred Stock and Restricted Stock Units) | |
| 13.2 | | |
| — | |
GHI LLC note payable (See Note 7 – Debt) | |
| — | | |
| 3.7 | |
Deferred tax liabilities | |
| 0.2 | | |
| 0.2 | |
Total liabilities | |
| 17.5 | | |
| 5.5 | |
Shareholders’ equity: | |
| | | |
| | |
Common stock, $.01 par value, authorized 50,000, 28,097 issued at September 30, 2023; 28,097 issued at December 31, 2022 | |
| — | | |
| — | |
Additional paid-in capital | |
| 1,073.0 | | |
| 1,073.0 | |
Accumulated deficit | |
| (1,042.3 | ) | |
| (1,039.0 | ) |
Treasury stock, at cost: 2,927 shares at September 30, 2023; 2,927 shares at December 31, 2022 | |
| (24.9 | ) | |
| (24.9 | ) |
Total shareholders’ equity | |
| 5.8 | | |
| 9.1 | |
Total liabilities and shareholders’ equity | |
$ | 23.3 | | |
$ | 14.6 | |
The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
GLASSBRIDGE
ENTERPRISES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In
millions, except share amounts)
(Unaudited)
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Shares | | |
Amount | | |
Equity | |
| |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Treasury
Stock | | |
Total
Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Shares | | |
Amount | | |
Equity | |
Balance
as of December 31, 2022 | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,039.0 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 9.1 | |
Net
loss | |
| - | | |
| - | | |
| | | |
| (3.3 | ) | |
| - | | |
| | | |
| (3.3 | ) |
Redemption
of shares (see Note 11 – Shareholders’ Equity) | |
| | | |
| | | |
| - | | |
| | | |
| 7,578 | | |
| 1.3 | | |
| 1.3 | |
Shares
issued to Tacora (see Note 11 – Shareholders’ Equity) | |
| | | |
| | | |
| | | |
| | | |
| (7,578 | ) | |
| (1.3 | ) | |
$ | (1.3 | ) | |
Balance
as of September 30, 2023 | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,042.3 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 5.8 | |
| |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Treasury
Stock | | |
Total
Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Shares | | |
Amount | | |
Equity | |
Balance as of December 31, 2021 | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,036.0 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 12.1 | |
Balance | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,036.0 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 12.1 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (2.3 | ) | |
| - | | |
| - | | |
| (2.3 | ) |
Balance as of September 30, 2022 | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,038.3 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 9.8 | |
Balance | |
| 28,097 | | |
$ | — | | |
$ | 1,073.0 | | |
$ | (1,038.3 | ) | |
| 2,927 | | |
$ | (24.9 | ) | |
$ | 9.8 | |
The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
GLASSBRIDGE
ENTERPRISES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
millions)
(Unaudited)
| |
2023 | | |
2022 | |
| |
Nine Months Ended | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net loss | |
$ | (3.3 | ) | |
$ | (2.3 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 0.1 | | |
| — | |
Payment-in-kind interest | |
| 0.2 | | |
| 0.2 | |
Changes in operating assets and liabilities | |
| 0.3 | | |
| 0.1 | |
Net cash used in operating activities | |
| (2.7 | ) | |
| (2.0 | ) |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchase of mortgage servicing rights | |
| (5.5 | ) | |
| — | |
Purchase of investments | |
| — | | |
| (0.2 | ) |
Net cash used in investing activities | |
| (6.2 | ) | |
| (0.2 | ) |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from Tacora note payable | |
| 2.0 | | |
| — | |
Proceeds from the sale of preferred stock | |
| 12.7 | | |
| — | |
Proceeds from the sale of restricted stock | |
| 0.1 | | |
| — | |
Purchase of common stock placed into treasury shares | |
| (1.3 | ) | |
| — | |
Proceeds from the sale of common stock from treasury shares | |
| 1.3 | | |
| — | |
Repayment of GHI LLC note payable | |
| (4.0 | ) | |
| — | |
Net cash provided by financing activities | |
| 10.8 | | |
| — | |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| 1.9 | | |
| (2.2 | ) |
Cash and cash equivalents — beginning of period | |
| 1.2 | | |
| 4.1 | |
Cash and cash equivalents — end of period | |
$ | 3.1 | | |
$ | 1.9 | |
| |
| | | |
| | |
Supplemental disclosures of cash paid during the period: | |
| | | |
| | |
Interest expense | |
$ | 0.6 | | |
$ | 0.1 | |
| |
| | | |
| | |
Non-cash investing and financing activities during the period: | |
| | | |
| | |
Marketable securities received from Arrive distribution | |
$ | 0.3 | | |
$ | — | |
Offset accounts receivable from Arrive vs capital contribution due Arrive | |
$ | 0.1 | | |
$ | — | |
The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
GLASSBRIDGE
ENTERPRISES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1 — Basis of Presentation
GlassBridge
Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) owns
and operates an asset management business and a mortgage servicing business.
The
interim Condensed Consolidated Financial Statements of GlassBridge are unaudited but, in the opinion of management, reflect all adjustments
necessary for a fair statement of financial position, results of operations, comprehensive loss and cash flows for the periods presented.
Except as otherwise disclosed herein, these adjustments consist of normal and recurring items. The results of operations for any interim
period are not necessarily indicative of full year results. The Condensed Consolidated Financial Statements and Notes are presented in
accordance with the requirements for Quarterly Reports on Form 10-Q and do not contain certain information included in our annual Consolidated
Financial Statements and Notes presented in accordance with the requirements of Annual Reports on Form 10-K.
The
interim Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and entities
in which the Company owns or controls fifty percent or more of the voting shares or interest in such entity, and has the right to control.
The results of entities disposed of are included in the unaudited Condensed Consolidated Financial Statements up to the date of the disposal
and, where appropriate, these operations have been reflected as discontinued operations. All inter-company balances and transactions
have been eliminated in consolidation and, in the opinion of management, all adjustments necessary for a fair presentation have been
included in the interim results reported.
The
preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in
the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim Condensed Consolidated Financial
Statements and the reported amounts of revenue and expenses for the reporting periods. Despite our intention to establish accurate estimates
and use reasonable assumptions, actual results may differ from our estimates.
The
December 31, 2022 Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Financial Statements, but does
not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with our Consolidated Financial Statements
and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange
Commission on April 7, 2023.
Note
2 — New Accounting Pronouncements
The
Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting
Standards Board (“FASB”). The Company has implemented all new accounting pronouncements that are in effect. These pronouncements
did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial
position or results of operations.
Note
3 —Income (Loss) per Common Share
Basic
income per common share is calculated using the weighted average number of shares outstanding for the period. Unvested restricted stock
and treasury shares are excluded from the calculation of weighted average number of common shares outstanding in all cases. Once restricted
stock vests, it is included in our common shares outstanding.
Diluted
income per common share is computed on the basis of the weighted average shares outstanding plus the dilutive effect of our stock-based
compensation plans, using the “treasury stock” method.
The
Company has 1,360 shares of outstanding and exercisable stock options that have been excluded because they would be anti-dilutive. See
Note 8 –Stock-Based Compensation for additional information on the stock options.
The
following table sets forth the computation of weighted average basic and diluted income per share (unaudited):
Schedule of Computation of Weighted Average Basic and Diluted Income (Loss) Per Share
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss available for common stockholders | |
$ | (1.1 | ) | |
$ | (0.8 | ) | |
$ | (3.3 | ) | |
$ | (2.3 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share – basic and diluted | |
$ | (41.67 | ) | |
$ | (30.30 | ) | |
$ | (125.00 | ) | |
$ | (87.12 | ) |
Note
4 — Supplemental Balance Sheet Information
Additional
supplemental balance sheet information is provided as follows:
Other
current assets were $1.0 million and $0.0 million as of September 30, 2023 and December 31, 2022, respectively and consist of marketable
securities (see Note 14 — Fair Value Measurements).
Other
current liabilities were $0.8 million
as of September 30, 2023, and include an accrual for a holdback amount of $0.6
million on the purchase price of mortgage service
rights as well as insurance and corporate liability accruals of $0.2
million. Other current liabilities were $0.4
million as of December 31, 2022, and include
accruals for payroll expense of $0.2
million and insurance and corporate liability accruals of $0.2
million.
Note
5 — Mortgage Servicing Rights
On
September 29, 2023, GlassBridge purchased Mortgage Servicing Rights (“MSR”) and assumed related obligations from Greenway
Mortgage Holding Corporation (“Greenway”). Under the transaction, GlassBridge acquired the MSRs and title to 2,009 fixed
rate residential Mortgage Loans with an aggregate value of approximately $435 Million, for a total purchase price of $6,134,680 (with
90% of the purchaser price paid at closing; 5% to be paid two (2) business days after the transfer date (estimated to be February 1,
2024) and 5% to be held for no more than two (2) years pending receipt and satisfactory review of mortgage loan files, data and documentation).
The purchase price was based on the purchase price percentage of 1.41% (calculated by multiplying the purchase price percentage by the
unpaid principal balance of the underlying Mortgage Loans as of the sale date). The holdback amount of $0.6 million is recorded within
the Company’s other current liabilities.
The
MSRs include: (a) all rights to service the Mortgage Loans; (b) all rights to receive servicing fees, certain ancillary income, reimbursements
or indemnification for servicing the Mortgage Loans, and any payments received in respect of the foregoing and proceeds thereof; (c)
the right to collect, hold and disburse escrow payments or other payments with respect to the Mortgage Loans (but not the funds actually
collected with respect thereto) and to receive interest income on such amounts to the extent permitted by applicable law and requirements;
(d) all accounts, including any custodial accounts or escrow accounts, and other rights to payment related to any of the property described
in this paragraph; (e) possession and use of any and all credit files and servicing files or other information pertaining to the Mortgage
Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) to the extent applicable, all rights and
benefits relating to the direct solicitation of the related mortgagors for refinance or modification of the Mortgage Loans and attendant
right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; and (g) all rights,
powers and privileges incident to any of the foregoing.
Prior to the applicable transfer date,
but after the sale date, an affiliate of Greenway will continue to service the loans with our subservicer, Valon. During this period,
we are conducting a due diligence review of the Mortgage Loans. To effect the purchase and the subsequent transfer, Greenway has made
customary representations and warranties, as well as, provided indemnification rights including for the servicer, subservicer or Greenway’s
failure to comply applicable requirements and accepted servicing practices relating to the servicing of the related Mortgage Loans or
any breach of its representations, warranties or covenants in the Agreement, or any termination of the servicer as servicer for cause
by Fannie Mae.
Note 6 — Arrive Investment
Arrive
LLC (“Arrive”) is a company that was formed in partnership with Roc Nation with the intent of building a new platform and
brand focused on early stage, high growth opportunities. Roc Nation is a full-service entertainment company, inclusive of artist and
athlete management, label, publishing, touring, film/TV and new ventures. Arrive seeks to leverage these relationships to invest in proprietary
opportunities and provide services including, but not limited to, marketing, promotion or strategic advice for its portfolio investments.
The Company holds two separate Arrive investments described below.
|
● |
Investment
in Arrive of $12.5 million and $12.8 million as of September 30, 2023 and December 31, 2022, respectively, represents an investment
in the Arrive operating company, Arrive I LLC. The Company’s investment entitles the Company to appoint one of five Arrive
Board members and gives the Company priority for distributions of current income and investment proceeds. In addition, the Company
is entitled to receive between 18% and 20% of all general partner consideration on pooled investment vehicles managed by Arrive,
whether characterized as management fees or incentive fees. |
|
|
|
|
● |
Other
assets of $0.6 million and $0.5 million as of September 30, 2023 and December 31, 2022, respectively, represent an investment in
the Arrive Opportunities Fund I, LP, managed by an affiliate of Arrive I LLC. |
The
Company did not record any unrealized gains or losses during the three months ended September 30, 2023 or 2022 related to these investments.
The Company took distributions of $0.3 million from the Arrive operating company, Arrive I LLC, in the form of marketable securities
during the nine months ended September 30, 2023. The Company is not required to contribute additional capital to either of the investments.
Historically,
the Company accounted for such investments under the cost method of accounting. The adoption of ASU No. 2016-01 in the first quarter
of 2018 effectively eliminated the cost method of accounting, and the carrying value of this investment is written down, or impaired,
to fair value when a decline in value is considered to be other-than-temporary. Our strategic investment in equity securities does not
have a readily determinable fair value; therefore, the new guidance was adopted prospectively. As of September 30, 2023, there were no
indicators of impairment for this investment. The Company will assess the investment for potential impairment, quarterly.
Note
7 — Debt
Debt
and notes payable consists of the following:
Schedule of Debt and Notes Payable
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
| |
(in millions) | |
Tacora note payable | |
$ | 1.9 | | |
$ | — | |
GHI LLC note payable | |
| — | | |
| 3.7 | |
Other liabilities | |
| 0.2 | | |
| 0.2 | |
Total long term debt | |
$ | 2.1 | | |
$ | 3.9 | |
The
Company entered into a Term Loan and Security Agreement (“Tacora Loan Agreement”) with Tacora Capital, LP (“Tacora”),
an asset management firm, pursuant to which Tacora lent $2.0 million to the Company on September 25, 2023. The loan requires quarterly
payments or accruals (at the Company’s option) of interest, equal to an 8% per annum. If the Company defaults on the loan, the
interest rate increases to 11% per annum. The loan, and all accrued and unpaid interest, is due in full seven years following its issuance.
The Company has the right to prepay the loan in increments of at least $100,000 at any time after the Preferred Stock (see Note 10 –
Redeemable Preferred Stock and Restricted Stock Units) has been redeemed. Any amounts repaid by the Company to Tacora may not
be re-borrowed. The Company incurred $0.1 million of issuance costs related to the loan, which is recognized as a reduction of the loan
proceeds and amortized over the term of the loan.
As
of September 30, 2023, the Company was in compliance with all covenants under the Tacora Loan Agreement.
The
Company entered into a Term Loan and Security Agreement (“GHI Loan Agreement”) with Gazellek Holdings I, LLC (“GHI
LLC”), pursuant to which GHI LLC lent $3.5 million to the Company on August 6, 2021. The GHI Loan Agreement was paid in full subsequent
to the closing of the Tacora Loan Agreement on September 25, 2023..
Scheduled
maturities of the Company’s long-term debt, as they exist as of September 30, 2023, in each of the next five fiscal years and thereafter
are as follows:
Schedule of Long-term Debt Maturities
Fiscal years ending in | |
(in millions) | |
2023 | |
$ |
— | |
2024 | |
|
— | |
2025 | |
|
— | |
2026 | |
| — | |
2027 | |
| — | |
2028 and thereafter | |
| 2.1 | |
Total | |
$ | 2.1 | |
Note
8 — Stock-Based Compensation
We
have stock-based compensation awards consisting of stock options under the 2011 Incentive Plan, which is described in detail in our Annual
Report on Form 10-K for the year ended December 31, 2022. As of September 30, 2023, there are no remaining shares available for grant
under the 2011 Incentive Plan. No further shares were available for grant under any other stock incentive plan. The Company did not have
any stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022.
Stock
Options
The
following table summarizes our stock option activity:
Summary of Stock Option Activity
| |
Stock
Options | | |
Weighted
Average
Exercise
Price | |
Outstanding December 31, 2022 | |
| 1,360 | | |
$ | 106.00 | |
Outstanding September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
Exercisable as of September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
As
of September 30, 2023, options to purchase 1,360 shares are outstanding and exercisable, and the aggregate intrinsic value of all outstanding
stock options was $0.0 million. No options were granted or exercised during the three and nine months ended September 30, 2023.
As
of September 30, 2023, there is no unrecognized compensation expense related to outstanding stock options.
Note
9 — Income Taxes
For
interim income tax reporting, we are required to estimate our annual effective tax rate and apply it to year-to-date pre-tax income
(loss), excluding unusual or infrequently occurring discrete items. For the three months ended September 30, 2023 and 2022, we
recorded income tax of $0.0
million on a loss of $1.1
million and on a loss of $0.8 million, respectively. For the nine months ended September 30, 2023 and 2022, we recorded income tax
of $0.0
million on a loss of $3.3
million and on a loss of $2.3 million, respectively. The effective income tax rate for the three and nine months ended September 30,
2023 differs from the U.S. federal statutory rate of 21%
primarily due to a valuation allowance on various deferred tax assets.
The
Tacora and other transactions during the quarter did not create any limitations on the utilization of tax loss carryovers under Section
382 of the Internal Revenue Code.
We
file income tax returns in multiple jurisdictions that are subject to review by various U.S and state taxing authorities. Our U.S. federal
income tax returns for 2020 to present, and certain state returns from 2019 to present, are open to examination.
Note
10 — Redeemable Preferred Stock and Restricted Stock Units
On
September 25, 2023 (the “Closing Date”), the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”)
with Tacora. Pursuant to the terms of the Stock Purchase Agreement, on the Closing Date, the Company sold to Tacora 13,725 shares of
Series B Preferred Stock (the “Preferred Stock”), 7,500 Series 1 restricted stock units (the “Series 1 RSUs”),
and 15,000 Series 2 restricted stock units (the “Series 2 RSUs,” and together with the Series 1 RSUs, the “RSUs”).
The Preferred Stock was purchased for $1,000 per share, representing an aggregate sum of $13.7 million. The RSUs were purchased for $3.33
per unit, representing an aggregate sum of $0.1 million. Under the Stock Purchase Agreement and subject to the terms and conditions set
forth therein, Tacora also may purchase up to an additional 32,775 shares of Preferred Stock for aggregate consideration of $32.8 million
and up to an additional 17,500 Series 1 RSUs and 35,000 Series 2 RSUs, for aggregate consideration of $0.1 million. The additional shares
of Preferred Stock and the RSUs will be purchased and issued from time to time, proportionally, in connection with and as the Company
invests in certain approved transactions (as established in the Stock Purchase Agreement).
From
the Closing Date until 48 months after all shares of Preferred Stock issuable to Tacora under the Stock Purchase Agreement have been
issued, the Preferred Stock is entitled to receive cumulative dividend distributions at a rate of 8% per annum. Thereafter, the dividend
rate increases to 15.5% per annum. The holders of the Preferred Stock have no voting rights and the Preferred Stock is not convertible
into Common Stock.
Mandatory
Redemption of the Preferred Stock and RSUs
Each
share of Preferred Stock is redeemable for $1,000 per share, plus all accrued and unpaid dividends thereon. The Company may redeem the
Preferred Stock in part or in full at any time and from time to time; provided that the Company must redeem all of the issued and outstanding
shares of Preferred Stock on or prior to the sixth anniversary of the Closing Date.
Beginning
on the third anniversary of the Closing Date, Tacora has the right to surrender the Series 1 RSUs to the Company for a cash payment in
an amount equal to the product of (i) the then fair market value of a share of the Common Stock minus $164.95 (the estimated fair market
value of a share of the Common Stock on the Closing Date) multiplied by (ii) the number of Series 1 RSUs then being surrendered to the
Company. Tacora has a similar right to surrender the Series 2 RSUs beginning on the sixth anniversary of Closing Date for a cash payment
calculated in the same way. Neither the Company nor Tacora possess the right to deliver or demand that the RSUs be settled in Common
Stock. The RSUs do not provide Tacora with voting rights or rights to dividend equivalent payments.
The
Company concluded the Preferred Stock and RSUs are mandatorily redeemable financial instruments in accordance with ASC 480 and, as
such, must be classified as a liability, with preferred annual returns and any changes in redemption value being accrued and
recorded as interest expense. The Company measured each of these liabilities at fair value on the Closing Date. As of September 30,
2023, the Company marked each of these financial instruments to the respective redemption value of $13.7 million for the preferred stock and $0.1 million for the RSUs, which is reflected on the
consolidated balance sheets. The Company incurred $0.6
million of deferred issuance costs in relation to the issuance of the Preferred Stock, which is presented net of the Preferred Stock
liability and will be amortized over the estimated six-year term of the Preferred Stock. The Company did not incur material issuance
costs related to the RSUs. As of September 30, 2023, the RSUs do not have any redemption value and the maximum amount payable for the preferred
stock is $13.7 million.
Note
11 — Shareholders’ Equity
Treasury Stock
On
September 25, 2023, the Company redeemed from certain stockholders controlled by George Hall, a related party, a total of 7,578
shares of Common Stock of the Company for aggregate
consideration of $1.3
million. Pursuant to the terms of the Stock Purchase
Agreement entered into by the Company with Tacora on September 25, 2023 (see Note 10 – Redeemable Preferred Stock and Restricted
Stock Units above), the Company concurrently sold to Tacora 7,578
shares of Common Stock for aggregate proceeds
of $1.3
million.
On
November 14, 2016, our Board authorized a share repurchase program under which we may repurchase up to 2,500 shares of common stock,
from time to time, using a variety of methods, which may include open market transactions and privately negotiated transactions.
The
Company did not purchase any shares during the three months ended September 30, 2023 under the share repurchase program. Since the November
14, 2016 authorization, we have repurchased 780 shares of common stock for $0.3 million, and, as of September 30, 2023, we had remaining
authorization to repurchase 1,720 additional shares.
As
of September 30, 2023 and December 31, 2022, the Company has 2,927 shares of treasury stock, acquired at an average price of $8,496.47
per share.
Stock
Warrants
In
connection with the GHI Loan Agreement, the Company issued to GHI LLC, for $120,000, a Common Stock Purchase Warrant entitling GHI LLC
to purchase 4.8% of GLAE’s outstanding common stock, at the price of $0.01 per share, and a second Common Stock Purchase Warrant
entitling GHI LLC to purchase 5.2% of GLAE’s outstanding common stock, at the price of $169.62 per share. The second warrant is
automatically canceled if the Company consummates a Sale Transaction that is sourced other than by GHI LLC or its affiliates. A “Sale
Transaction” is a merger, consolidation, combination or similar transaction (in one or a series of related transactions), such
that the beneficial owners of shares of Company common stock immediately prior to the transaction or transactions will, immediately after
such transaction or transactions, beneficially own less than a majority of the shares of common stock or outstanding equity of the surviving
corporation (on a fully diluted basis). Each warrant expires August 2, 2026, is exercisable net of proceeds received; entitles its holder
to receive certain distributions on the Company’s common stock, as if the warrant had been exercised; and bears registration rights
respecting the underlying common stock. The first warrant purports to give its holder voting rights, as if the warrant had been exercised.
The sale was exempt from registration under the Securities Act pursuant to Sec. 4(a)(2), as not involving any public offering, because
no general solicitation was involved, and GHI LLC is an accredited professional investor, which agreed to accept restricted securities.
In connection with the Stock Purchase Agreement, the second Common Stock Purchase Warrant entitling GHI LLC to purchase 5.2% of GLAE’s
outstanding common stock was cancelled. See Note 10 – Redeemable Preferred Stock and Restricted Stock Units for more information
on the Stock Purchase Agreement.
Note
12 — Segment Information
On
September 29, 2023, GlassBridge purchased MSRs and assumed related obligations from Greenway. Under the transaction, GlassBridge acquired
the MSRs and title to 2,009 fixed rate residential Mortgage Loans with an aggregate value of approximately $435 Million, for a total
purchase price of $6.1
million. The Company intends to create a separate
reportable segment from the asset management business.
We
evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and
other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated
results. The corporate and unallocated operating loss includes costs that are not allocated to the business segments in management’s
evaluation of segment performance, such as litigation settlement expense, corporate expense and other expenses.
Net
revenue, operating loss from operations and assets by segment were as follows (unaudited):
Schedule
of net revenue, operating loss from operations and assets
| |
| | |
| | |
| | |
| |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(In millions) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net revenue | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
$ | — | | |
$ | — | | |
$ | 0.1 | | |
$ | — | |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total net revenue | |
| — | | |
| — | | |
| 0.1 | | |
| — | |
Operating loss from operations | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total segment operating loss | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Corporate and unallocated | |
| (0.6 | ) | |
| (0.3 | ) | |
| (2.1 | ) | |
| (1.2 | ) |
Total operating loss | |
| (1.0 | ) | |
| (0.7 | ) | |
| (3.1 | ) | |
| (2.3 | ) |
Interest expense | |
| — | | |
| (0.1 | ) | |
| (0.2 | ) | |
| (0.2 | ) |
Other income, net | |
| (0.1 | ) | |
| — | | |
| — | | |
| 0.2 | |
| |
| | |
| |
| |
September 30, | | |
December 31, | |
(In millions) | |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
Assets | |
| | | |
| | |
Asset management business | |
$ | 13.4 | | |
$ | 13.5 | |
Mortgage servicing business | |
| 6.1 | | |
| — | |
Total segment assets | |
| 19.5 | | |
| 13.5 | |
Corporate and unallocated | |
| 3.8 | | |
| 1.1 | |
Total consolidated assets | |
$ | 23.3 | | |
$ | 14.6 | |
Note
13 — Litigation, Commitments and Contingencies
Plaintiff Cypress Holdings, III L.P. (“Cypress”) filed an action against the Company
in New York Supreme Court, which was removed to the United States District Court, Southern District of New York, on February 14, 2022,
captioned Cypress Holdings, III L.P. v. Sport-BLX, Inc. et al., 1:22-cv-01243-LGS (S.D.N.Y.). In its Second Amended Complaint, Cypress
purports to assert claims against SportBLX, Mr. Hall, and Mr. De Perio for securities fraud and related issues and seeks compensatory
damages, punitive damages and attorneys’ fees, in connection with solicitations of investments in SportBLX. Cypress also purports
to allege that the Company is liable for unjust enrichment, tortious interference with contract, aiding and abetting a breach of fiduciary
duty and minority shareholder oppression. Cypress also purports to assert claims against Messrs. Strauss and Ruchalski for breach of
fiduciary duty and corporate waste, as well as additional claims against Clinton Group Inc., Cesar Baez, Christopher Johnson, and Sport-BLX
Securities, Inc. arising from solicitations of investments in SportBLX.
The
Company along with Messrs. Strauss and Ruchalski, intend to defend themselves vigorously. As of December 31, 2021, GlassBridge Enterprises,
Inc. sold all of its interest in SportBLX and SportBLX ceased to be a subsidiary.
As
of September 30, 2023, the Company believes that an outcome resulting in a loss is remote and does not have any accruals related to the
matter.
Jimmie
D. Dean and Evelyn Dean filed an action against the Company and dozens of other defendants in the 12th Judicial Circuit Court, St. Clair
County Illinois (23 LA 0395) asserting claims related to asbestos. Plaintiff alleged that the Company negligently constructed and/or
maintained its premises and that Plaintiff was wrongfully exposed to asbestos-containing products while on its premises. Plaintiff further
alleged that such activity was a direct and proximate cause of his development and contraction of an asbestos-related disease, including
Lung Cancer. Damages alleged are in excess of $50,000.
The
claim was being made against the Company due to its acquisition of certain assets of Memorex International Inc. in 2006. Such acquisition
specifically excluded any undisclosed and contingent liabilities including any litigation that was commenced after closing, and on September
11, 2023, the Company was dismissed as a defendant to the action.
Indemnification
Obligations
In
the normal course of business, we periodically enter into agreements that incorporate general indemnification language. Performance under
these indemnities would generally be triggered by a breach of terms of the contract or by a supportable third-party claim. There has
historically been no material losses related to such indemnifications. As of September 30, 2023 and December 31, 2022, estimated liability
amounts associated with such indemnifications were not material.
Note
14 — Fair Value Measurements
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly
transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon
the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of
unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets
that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or
liability. Level 3 measurements include significant unobservable inputs. A financial instrument’s level within the hierarchy is
based on the highest level of any input that is significant to the fair value measurement. The Company measures certain assets and liabilities
at their estimated fair value on a recurring basis, including cash and cash equivalents and investments in marketable securities.
The
following outlines the Company’s financial instruments measured at fair value on a recurring basis at September 30, 2023 and December
31, 2022, respectively (in millions):
Schedule of Investments Measured at Fair Value
| |
Hierarchy | |
September 30, 2023 | | |
December 31, 2022 | |
| |
| |
| | |
| |
Marketable securities | |
Level 1 | |
$ | 1.0 | | |
$ | — | |
Mortgage servicing rights (1) | |
Level 3 | |
$ | 6.1 | | |
$ | — | |
|
(1) |
12.5%,
3.88%,
and $81.00
per year per loan, respectively, as of September
30, 2023. The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the
fair value measurement. |
The
Company’s mortgage servicing rights (“MSRs”) fall under Level 3 measurements as the fair value of the MSRs is calculated
using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the MSRs include
mortgage prepayment rates, discount rates and cost to service.
The
following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements,
with gains and losses from the changes in fair value reflected in financial services revenue on our condensed consolidated statements
of operations (in millions):
Schedule
of Reconciliation Fair Value in Financial Service
| |
| | |
| | |
| | |
| |
| |
Three Months Ended
September 23, | | |
Nine Months Ended
September 23, | |
Mortgage Servicing Rights | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Beginning of Period | |
$ |
— | | |
$ |
— | | |
$ |
— | | |
$ |
— | |
Acquired | |
| 6.1 | | |
| — | | |
| 6.1 | | |
| — | |
Originations | |
| — | | |
| — | | |
| — | | |
| — | |
Settlements | |
| — | | |
| — | | |
| — | | |
| — | |
Changes in Fair Value | |
| — | | |
| — | | |
| — | | |
| — | |
End of Period | |
$ | 6.1 | | |
$ | — | | |
$ | 6.1 | | |
$ | — | |
Note
15 — Related Party Transactions
On
September 25, 2023, the Company redeemed from certain stockholders controlled by George Hall, a related party, a total of 7,578 shares
of common stock of the Company for aggregate consideration of $1.3 million, which the Company sold to Tacora for aggregate proceeds of
$1.3 million. See Note 10 – Redeemable Preferred Stock and Restricted Stock Units for more information.
Note
16 — Subsequent Events
The Company has evaluated
subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred
that would require adjustments to our disclosures in the consolidated financial statements.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking
Statements and Risk Factors
We
may from time to time make written or oral forward-looking statements with respect to our future goals, including statements contained
in this Form 10-Q, in our other filings with the SEC and in our reports to shareholders.
Certain
information which does not relate to historical financial information may be deemed to constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include information concerning the launch
of our asset management business and related investment vehicles, strategic initiatives and potential acquisitions, the results of operations
of our existing business lines, the impact of legal or regulatory matters on our business, as well as other actions, strategies and expectations,
and are identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,”
“plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,”
“might,” or “continues” or similar expressions. Such statements are subject to a wide range of risks and uncertainties
that could cause our actual results in the future to differ materially from our historical results and those presently anticipated or
projected. We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements
speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events
or circumstances arising after such date. Risk factors include various factors set forth from time to time in our filings with the SEC
including the following: our need for substantial additional capital in order to fund our business; our ability to realize the anticipated
benefits of our restructuring plan and other recent significant changes; significant costs relating to pending and future litigation;
our ability to attract and retain talented personnel; the structure or success of our participation in any joint investments; risks related
to our newly acquired mortgage services rights business including rising interest rates, lack of housing inventory and other risks currently
affecting the real estate and mortgage servicing industry; risks associated with any future acquisition or business opportunities; our
need to consume resources in researching acquisitions, business opportunities or financings and capital market transactions; our ability
to integrate additional businesses or technologies including our new mortgage servicing rights business; the impact of our reverse stock
split on the market trading liquidity of our common stock; the market price volatility of our common stock; our need to incur asset impairment
charges for intangible assets; significant changes in discount rates, rates of return on pension assets and mortality tables; our reliance
on aging information systems and our ability to protect those systems against security breaches; our ability to integrate accounting
systems; changes in tax guidance and related interpretations and inspections by tax authorities; our ability to raise capital from third
party investors for our asset management business; our ability to comply with extensive regulations relating to (i) the launch and operation
of our asset management business and (ii) the launch and operation of our mortgage servicing rights business; our ability to compete
in the intensely competitive asset management business and mortgage servicing rights businesses; the performance of any investment funds
we sponsor or accounts we manage; difficult market and economic conditions, including changes in interest rates and volatile equity and
credit markets; our ability to achieve steady earnings growth on a quarterly basis in our asset management business; the significant
demands placed on our resources and employees, and associated increases in expenses, risks and regulatory oversight, resulting from the
potential growth of our asset management business; and our ability to establish a favorable reputation for our asset management business;
the lack of operating history of our asset manager subsidiary and any funds that we may sponsor; our ability to develop and deliver differentiated
and innovative products.
Overview
GlassBridge
Enterprises, Inc. (“GlassBridge,” the “Company,” “we,” “us,” or “our”) owns
and operates an asset management business and a mortgage servicing business. We actively explore a diverse range of new, strategic asset
management business opportunities for our portfolio as well as other mortgage servicing opportunities.
Important
Notices and Disclaimers
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to be
read in conjunction with our Condensed Consolidated Financial Statements and related Notes that appear elsewhere in this Quarterly Report
on Form 10-Q. This MD&A contains forward-looking statements that involve risks and uncertainties. The Company’s actual results
could differ materially from those anticipated due to various factors discussed in this MD&A under the caption “Forward-Looking
Statements and Risk Factors” and the information contained in the Company’s Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on April 7, 2023.
This
Quarterly Report on Form 10-Q includes tradenames and trademarks owned by us or that we have the right to use. Solely for convenience,
the trademarks or tradenames referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbols, but such
references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to
these trademarks and tradenames.
Executive
Summary
Consolidated
Results of Operations for the Three Months Ended September 30, 2023
|
● |
Net
revenue was $0.0 million for the three months ended September 30, 2023 and 2022. |
|
|
|
|
● |
Operating
loss was $1.0 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. This was an increase
of $0.3 million, primarily due to legal fees in connection with the Cypress lawsuit. |
|
|
|
|
● |
Basic
and diluted loss per share from continuing operations was $41.67 for the three months ended September 30, 2023, compared with basic
and diluted loss per share of $30.30 for the same period last year. |
Consolidated
Results of Operations for the Nine Months Ended September 30, 2023
|
● |
Net
revenue was $0.1 million and $0.0 million for the nine months ended September 30, 2023 and 2022, respectively. |
|
|
|
|
● |
Operating
loss was $3.1 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively. This increase of $0.8
million was primarily due to legal fees in connection with the Cypress lawsuit. |
|
|
|
|
● |
Basic
and diluted loss per share from continuing operations was $125.00 for the nine months ended September 30, 2023, compared with basic
and diluted loss per share of $87.12 for the same period last year. |
Cash
Flow/Financial Condition for the Nine Months Ended September 30, 2023
|
● |
Cash
and cash equivalents totaled $3.1 million at September 30, 2023, compared with $1.2 million at December 31, 2022. The increase in
the cash balance of $1.9 million was primarily due to proceeds from the Stock Purchase Agreement described in Note 10 – Redeemable
Preferred Stock and Restricted Stock Units. |
Results
of Operations
The
following discussion relates to continuing operations unless indicated otherwise. “NM” means that the percentage amount is
not meaningful.
Net
Revenue
| |
Three Months Ended | | |
| | |
Nine Months Ended | | |
| |
| |
September 30, | | |
Percent | | |
September 30, | | |
Percent | |
(Dollars in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Net revenue | |
$ | — | | |
$ | — | | |
| NM | | |
$ | 0.1 | | |
$ | — | | |
| NM | |
Net
revenue was $0.0 million for the three months ended September 30, 2023 and 2022, respectively.
Net
revenue was $0.1 million and $0.0 million for the nine months ended September 30, 2023 and 2022, respectively.
Selling,
General and Administrative (“SG&A”)
| |
Three
Months Ended | | |
| | |
Nine
Months Ended | | |
| |
| |
September
30, | | |
Percent | | |
September
30, | | |
Percent | |
(Dollars
in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Selling,
general and administrative | |
$ | 1.0 | | |
$ | 0.7 | | |
| 42.9 | % | |
$ | 3.2 | | |
$ | 2.3 | | |
| 39.1 | % |
As
a percent of revenue | |
| NM | | |
| NM | | |
| | | |
| | | |
| 3,200.0 | % | |
| NM | |
SG&A
expense increased for the three months ended September 30, 2023 by $0.3 million (or 42.9%), compared
with the same period last year, primarily due to legal fees in connection with the Cypress lawsuit. See Note 13 — Litigation,
Commitments and Contingencies for more information regarding litigation.
SG&A
expense increased for the nine months ended September 30, 2023 by $0.9 million (or 39.1%), compared with the same period last year, primarily
due to legal fees in connection with the Cypress lawsuit. See Note 13 — Litigation, Commitments and Contingencies for more
information regarding litigation.
Operating
Loss
| |
Three
Months Ended | | |
| | |
Nine
Months Ended | | |
| |
| |
September
30, | | |
Percent | | |
September
30, | | |
Percent | |
(Dollars
in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Loss
from operations | |
$ | (1.0 | ) | |
$ | (0.7 | ) | |
| (42.9 | )% | |
$ | (3.1 | ) | |
$ | (2.3 | ) | |
| (34.8 | )% |
As
a percent of revenue | |
| NM | | |
| NM | | |
| | | |
| 3,100.0 | % | |
| NM | | |
| | |
Operating
loss was $1.0 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. Operating loss increased
by $0.3 million for the three months ended September 30, 2023, compared with the same period last year, primarily
due to legal fees in connection with the Cypress lawsuit. See Note 13 — Litigation, Commitments and Contingencies for
more information regarding litigation.
Operating
loss was $3.1 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively. Operating loss increased
by $0.8 million for the nine months ended September 30, 2022, compared with the same period last year, primarily due to legal fees in
connection with the Cypress lawsuit. See Note 13 — Litigation, Commitments and Contingencies for more information regarding
litigation.
Other
Income (Expense)
| |
Three
Months Ended | | |
| | |
Nine
Months Ended | | |
| |
| |
September
30, | | |
Percent | | |
September
30, | | |
Percent | |
(Dollars
in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Interest
expense | |
$ | — | | |
$ | (0.1 | ) | |
| (100.0 | )% | |
$ | (0.2 | ) | |
$ | (0.2 | ) | |
| 0.0 | % |
Other
income (expense), net | |
| (0.1 | ) | |
| — | | |
| NM | | |
| — | | |
| 0.2 | | |
| (100.0 | )% |
Total
other expense | |
$ | (0.1 | ) | |
$ | (0.1 | ) | |
| 0.0 | % | |
$ | (0.2 | ) | |
$ | — | | |
| NM | |
As
a percent of revenue | |
| NM | | |
| NM | | |
| | | |
| (50.0 | )% | |
| NM | | |
| | |
Total
other expense for the three months ended September 30, 2023 and 2022 was $0.1 million.
For
the nine months ended September 30, 2023, total other expense was $0.2 million and for the nine months ended September 30, 2022, total
other expense was $0.0 million.
Income
Tax Provision
| |
Three
Months Ended | | |
| | |
Nine
Months Ended | | |
| |
| |
September
30, | | |
Percent | | |
September
30, | | |
Percent | |
(Dollars
in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Income
tax benefit (provision) | |
$ | — | | |
$ | — | | |
| NM | | |
$ | — | | |
$ | — | | |
| NM | |
Effective
tax rate | |
| 0.0 | % | |
| 0.0 | % | |
| | | |
| 0.0 | % | |
| 0.0 | % | |
| | |
Income
tax for the three and nine months ended September 30, 2023 and 2022 was $0.0 million, due to losses in the period or loss carryovers
from prior periods. The Tacora and other transactions during the quarter did not create any limitations on the utilization of tax loss
carryovers under Section 382 of the Internal Revenue Code.
Segment
Results
We
evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and
other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated
results. Corporate and unallocated amounts include costs that are not allocated to the business segments in management’s evaluation
of segment performance, such as litigation settlement expense, corporate expense and other expenses.
Information
related to our segments is as follows:
Asset
Management Business
| |
Three Months Ended | | |
| | |
Nine Months Ended | | |
| |
| |
September 30, | | |
Percent | | |
September 30, | | |
Percent | |
(Dollars in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Operating loss | |
$ | (0.4 | ) | |
$ | (0.4 | ) | |
| — | % | |
$ | (1.0 | ) | |
$ | (1.1 | ) | |
| (9.1 | )% |
The
Company operates its diversified private asset management business through a number of subsidiaries that sponsor our fund offerings.
We expect our asset management business to earn revenues primarily by providing investment advisory services to third party investors
through our managed funds, as well as separate managed accounts.
Mortgage
Servicing Business
| |
| Three Months Ended | |
| | | |
| Nine Months Ended | | |
| | |
| |
| September 30, | | |
| Percent | | |
| September 30, | |
| Percent | |
(Dollars in millions) | |
| 2023 | | |
| 2022 | | |
| Change | | |
| 2023 | | |
| 2022 | | |
| Change | |
Operating loss | |
$ | — | | |
$ | — | | |
| NM | | |
$ | — | | |
$ | — | | |
| NM | |
On
September 29, 2023, the Company acquired mortgage servicing rights with the intention of creating a separate reportable segment from
the asset management business.
Corporate
and Unallocated
| |
Three
Months Ended | | |
| | |
Nine
Months Ended | | |
| |
| |
September
30, | | |
Percent | | |
September
30, | | |
Percent | |
(Dollars
in millions) | |
2023 | | |
2022 | | |
Change | | |
2023 | | |
2022 | | |
Change | |
Corporate
and unallocated operating loss | |
$ | (0.6 | ) | |
$ | (0.3 | ) | |
| 100.0 | % | |
$ | (2.1 | ) | |
$ | (1.2 | ) | |
| 75.0 | % |
For
the three months ended September 30, 2023 and 2022, corporate and unallocated operating loss was $0.6 million and $0.3 million, respectively,
representing a 100.0% increase from the prior year. The increase is primarily due to legal fees in connection with the Cypress lawsuit.
See Note 13 — Litigation, Commitments and Contingencies for more information regarding litigation.
For
the nine months ended September 30, 2023 and 2022, corporate and unallocated operating loss was $2.1 million and $1.2 million, respectively,
representing a 75.0% increase from the prior year. The increase is primarily due to legal fees in connection with the Cypress lawsuit.
See Note 13 — Litigation, Commitments and Contingencies for more information regarding litigation.
Impact
of Changes in Foreign Currency Rates
The
impact of changes in foreign currency exchange rates to worldwide revenue was immaterial for the three and nine months ended September
30, 2023.
Financial
Position
Our
cash and cash equivalents balance as of September 30, 2023 was $3.1 million, compared to $1.2 million as of December 31, 2022.
Our
accounts payable balance as of September 30, 2023 was $1.4 million, compared to $1.2 million as of December 31, 2022.
Our
other current liabilities balance as of September 30, 2023 was $0.8 million, compared to $0.4 million as of December 31, 2022.
Liquidity
and Capital Resources
Cash
Flows Used in Operating Activities:
| |
Nine
Months Ended | |
| |
September
30, | |
(Dollars
in millions) | |
2023 | | |
2022 | |
Net
loss | |
$ | (3.3 | ) | |
$ | (2.3 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 0.1 | | |
| — | |
Payment-in-Kind
interest | |
| 0.2 | | |
| 0.2 | |
Changes
in operating assets and liabilities | |
| 0.3 | | |
| 0.1 | |
Net
cash used in operating activities | |
$ | (2.7 | ) | |
$ | (2.0 | ) |
Cash
used in operating activities was $2.7 million and $2.0 million for the nine months ended September 30, 2023 and 2022, respectively, which
was primarily related to ordinary operating expenses.
Cash
Flows Used In Investing Activities:
| |
Nine
Months Ended | |
| |
September
30, | |
(Dollars
in millions) | |
2023 | | |
2022 | |
Purchase
of mortgage servicing rights
| |
$ | (5.5 | ) | |
$ | — | |
Purchase
of marketable securities | |
| | | |
| | |
Purchase
of marketable securities | |
| (0.7 | ) | |
| — | |
Purchase
of investments | |
| — | | |
| (0.2 | ) |
Net
cash used in investing activities | |
$ | (6.2 | ) | |
$ | (0.2 | ) |
Investing
activities for the nine months ended September 30, 2023 included $5.5 million for the purchase of mortgage servicing rights and $0.7
million for the purchase of marketable securities. Investing activities for the nine months ended September 30, 2022 included a $0.2
million contribution to the Arrive investment.
Cash
Flows Provided by Financing Activities:
| |
Nine
Months Ended | |
| |
September
30, | |
(Dollars
in millions) | |
2023 | | |
2022 | |
Proceeds
from Tacora note payable | |
$ | 2.0 | | |
$ | — | |
Proceeds
from the sale of preferred stock | |
| 12.7 | | |
| — | |
Proceeds
from the sale of restricted stock | |
| 0.1 | | |
| — | |
Purchase
of common stock placed into treasury shares | |
| (1.3 | ) | |
| — | |
Proceeds
from the sale of common stock from treasury shares | |
| 1.3 | | |
| — | |
Extinguishment
of GHI LLC note payable | |
| (4.0 | ) | |
| — | |
Net
cash provided by financing activities | |
$ | 10.8 | | |
$ | — | |
Financing
activities for the nine months ended September 30, 2023 included the Tacora note payable, the purchase and sale of stock and extinguishment
of the GHI LLC note payable. See Note 7 – Debt and Note 10 – Redeemable Preferred Stock and Restricted Stock Units
for more information. The Company had no cash provided by financing activities for the nine months ended September 30, 2022.
On September 29, 2023, GlassBridge purchased Mortgage Servicing Rights (“MSR”) and assumed related obligations
from Greenway Mortgage Holding Corporation (“Greenway”). Under the transaction, GlassBridge acquired the MSRs and title to
2,009 fixed rate residential Mortgage Loans with an aggregate value of approximately $435 Million, for a total purchase price of $6,134,680
(with 90% of the purchaser price paid at closing; 5% to be paid two (2) business days after the transfer date (estimated to be February
1, 2024) and 5% to be held for no more than two (2) years pending receipt and satisfactory review of mortgage loan files, data and documentation).
The purchase price was based on the purchase price percentage of 1.41% (calculated by multiplying the purchase price percentage by the
unpaid principal balance of the underlying Mortgage Loans as of the sale date). See Note 5 – Mortgage Servicing Rights for
more information.
We
have various resources available to us for purposes of managing liquidity and capital needs. Our primary sources of liquidity include
our cash and cash equivalents. Our primary liquidity needs relate to funding our operations.
We
had $3.1 million cash and cash equivalents on hand as of September 30, 2023.
We
expect that our cash, in addition to asset monetization, will provide liquidity sufficient to meet our needs for our operations and our
obligations. We also plan to raise additional capital if necessary, although no assurance can be made that we will be able to secure
such financing, if needed, on favorable terms or at all.
Off
Balance Sheet Arrangements
As
of September 30, 2023, we did not have any material off-balance sheet arrangements.
Critical
Accounting Policies and Estimates
A
discussion of the Company’s critical accounting policies was provided in Part II — Item 7 in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2022.
Recent
Accounting Pronouncements
See
Note 2 - New Accounting Pronouncements in our Notes to Condensed Consolidated Financial Statements in Part I, Item 1, herein,
for further information.
Item
3. Quantitative and Qualitative Disclosures about Market Risk.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required
under this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Based
on an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2023, the end of the period covered by this report, the
Chief Executive Officer, Daniel Strauss, and the Chief Financial Officer, Francis Ruchalski, have concluded that the disclosure controls
and procedures were effective.
Changes
in Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of September 30, 2023, based on the guidelines established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO 2013). Our internal control over financial reporting includes policies and
procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external reporting purposes in accordance with U.S. generally accepted accounting principles. During the quarter ended September
30, 2023, management concluded there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-15(e) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings.
See
Note 13 - Litigation, Commitments and Contingencies in our Notes to Condensed Consolidated Financial Statements in Part I, Item
1 herein for further information regarding our legal proceedings.
The
Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business (including
litigation relating to our legacy businesses and discontinued operations). All such matters involve uncertainty and, accordingly, outcomes
that cannot be predicted with assurance. As of September 30, 2023, we are unable to estimate with certainty the ultimate aggregate amount
of monetary liability or financial impact that we may incur with respect to these matters. It is reasonably possible that the ultimate
resolution of these matters, individually or in the aggregate, could materially affect our financial condition, results of the operations
and cash flows. Similarly, the Company is the plaintiff in a number of matters in the United States and elsewhere where the potential
outcomes could be materially beneficial to the Company. These outcomes are also uncertain.
Item
1A. Risk Factors.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required
under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not
applicable.
Item
3. Defaults Upon Senior Securities.
Not
applicable.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
Not
applicable.
Item
6. Exhibits.
The
following documents are filed as part of, or incorporated by reference into, this report:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
|
|
GLASSBRIDGE
ENTERPRISES, INC. |
|
|
|
|
Date: |
November
14, 2023 |
|
By: |
/s/
Francis Ruchalski |
|
|
|
Name: |
Francis
Ruchalski |
|
|
|
Title: |
Chief
Financial Officer |
|
|
|
|
(duly
authorized officer and principal financial officer) |
Exhibit
10.1
REFERENCE
SPREAD PAYMENT AGREEMENT
by
and between
Greenway
Mortgage Holding Corp.
(Payor)
and
GLASSBRIDGE
ENTERPRISES, INC.
(Payee)
Dated
and effective as of September 29, 2023
TABLE
OF CONTENTS
|
|
|
|
Page |
ARTICLE
I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES |
|
1 |
|
|
|
|
Section
1.01. |
Definitions. |
|
1 |
|
Section
1.02. |
General
Interpretive Principles. |
|
12 |
|
|
|
|
|
ARTICLE
II PROCEDURES; ITEMS TO BE DELIVERED |
|
13 |
|
|
|
|
Section
2.01. |
Agreement
to Pay Reference Spread; Recapture. |
|
13 |
|
Section
2.02. |
Liquidity
Amount. |
|
14 |
|
Section
2.03. |
Items
to be Delivered on the Agreement Date. |
|
15 |
|
Section
2.04. |
Items
to be Delivered on each Closing Date. |
|
15 |
|
Section
2.05. |
True
Excess Spread. |
|
16 |
|
|
|
|
|
ARTICLE
III PAYMENTS |
|
17 |
|
|
|
|
Section
3.01. |
Upfront
Payment. |
|
17 |
|
Section
3.02. |
Payments
by Payee; Reference Capital Payments; Adjustments. |
|
18 |
|
Section
3.03. |
Payments
by Payor. |
|
20 |
|
Section
3.04. |
Reserved. |
|
20 |
|
Section
3.05. |
No
Joint Venture. |
|
20 |
|
|
|
|
|
ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF PAYOR |
|
20 |
|
|
|
|
Section
4.01. |
Due
Organization and Good Standing. |
|
20 |
|
Section
4.02. |
Authority
and Capacity. |
|
21 |
|
Section
4.03. |
Reserved. |
|
21 |
|
Section
4.04. |
Title
to the Mortgage Servicing Rights. |
|
21 |
|
Section
4.05. |
Effective
Agreements. |
|
21 |
|
Section
4.06. |
Payor/Servicer
Standing. |
|
21 |
|
Section
4.07. |
Solvency. |
|
21 |
|
Section
4.08. |
No
Actions. |
|
22 |
|
Section
4.09. |
Additional
Representations. |
|
22 |
|
|
|
|
|
ARTICLE
V REPRESENTATIONS AND WARRANTIES AS TO THE REFERENCE SPREAD |
|
22 |
|
|
|
|
Section
5.01. |
Representations
Concerning the Reference Spread. |
|
22 |
|
Section
5.02. |
Additional
Representations. |
|
23 |
|
|
|
|
|
ARTICLE
VI REPRESENTATIONS AND WARRANTIES OF PAYEE |
|
23 |
|
|
|
|
Section
6.01. |
Due
Organization and Good Standing. |
|
23 |
|
Section
6.02. |
Authority
and Capacity. |
|
23 |
|
Section
6.03. |
Effective
Agreements. |
|
23 |
|
Section
6.04. |
Sophisticated
Investor. |
|
24 |
|
Section
6.05. |
No
Actions. |
|
24 |
|
Section
6.06. |
Payee’s
Information. |
|
24 |
|
Section
6.07. |
No
ERISA eligibility. |
|
24 |
|
Section
6.08. |
Insolvency
Notice. |
|
24 |
|
Section
6.09. |
No
Equity Interest. |
|
25 |
|
Section
6.10. |
Restatement
of Representations and Warranties. |
|
25 |
ARTICLE
VII PAYOR COVENANTS |
|
25 |
|
|
|
|
Section
7.01. |
Cooperation;
Further Assurances. |
|
25 |
|
Section
7.02. |
Reserved. |
|
25 |
|
Section
7.03. |
Supplemental
Information. |
|
25 |
|
Section
7.04. |
Monthly
Reports. |
|
25 |
|
Section
7.05. |
Notices
and Financial Statements. |
|
26 |
|
Section
7.06. |
Servicing
Agreement. |
|
26 |
|
Section
7.07. |
Transfer
of Mortgage Servicing Rights. |
|
27 |
|
Section
7.08. |
Notification
of Certain Events. |
|
27 |
|
Section
7.09. |
No
Financing, Pledge or Lien. |
|
27 |
|
Section
7.10. |
Subservicing. |
|
27 |
|
Section
7.11. |
Schedule
of Mortgage Loans. |
|
28 |
|
Section
7.12. |
[Reserved]. |
|
28 |
|
Section
7.13. |
Servicer
Appointment Right. |
|
28 |
|
Section
7.14. |
Access
to Information. |
|
29 |
|
|
|
|
|
ARTICLE
VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PAYEE |
|
29 |
|
|
|
|
Section
8.01. |
Correctness
of Representations and Warranties. |
|
29 |
|
Section
8.02. |
Compliance
with Conditions. |
|
30 |
|
Section
8.03. |
No
Material Adverse Change. |
|
30 |
|
Section
8.04. |
Consents. |
|
30 |
|
Section
8.05. |
Delivery
of Transaction Documents. |
|
30 |
|
Section
8.06. |
Certificate
of Payor. |
|
30 |
|
Section
8.07. |
Opinions
of Counsel. |
|
30 |
|
Section
8.08. |
Good
Standing Certificate of Payor. |
|
31 |
|
Section
8.09. |
No
Actions or Proceedings. |
|
31 |
|
Section
8.10. |
Further
Information. |
|
31 |
|
|
|
|
|
ARTICLE
IX CONDITIONS PRECEDENT TO OBLIGATIONS OF PAYOR |
|
31 |
|
|
|
|
Section
9.01. |
Correctness
of Representations and Warranties. |
|
31 |
|
Section
9.02. |
Compliance
with Conditions. |
|
31 |
|
Section
9.03. |
Limited
Partnership Resolution. |
|
31 |
|
Section
9.04. |
No
Material Adverse Change. |
|
32 |
|
Section
9.05. |
Certificate
of Payee. |
|
32 |
|
Section
9.06. |
Good
Standing Certificate of Payee. |
|
32 |
|
|
|
|
|
ARTICLE
X INDEMNIFICATION; CURE |
|
32 |
|
|
|
|
Section
10.01. |
Indemnification
by Payor. |
|
32 |
|
Section
10.02. |
Indemnification
by Payee. |
|
33 |
|
|
|
|
|
ARTICLE
XI INVESTMENTS |
|
35 |
|
|
|
|
Section
11.01. |
Investment
Opportunities. |
|
35 |
|
|
|
|
|
ARTICLE
XII MISCELLANEOUS |
|
36 |
|
|
|
|
Section
12.01. |
Costs
and Expenses. |
|
36 |
|
Section
12.02. |
Confidentiality. |
|
36 |
|
Section
12.03. |
Broker’s
Fees. |
|
37 |
|
Section
12.04. |
Relationship
of Parties; Activities of Payor and Others. |
|
37 |
|
Section
12.05. |
Survival
of Representations, Warranties and Indemnities. |
|
38 |
|
Section
12.06. |
Notices. |
|
38 |
|
Section
12.07. |
Waivers. |
|
39 |
|
Section
12.08. |
Entire
Agreement; Amendment. |
|
39 |
|
Section
12.09. |
Binding
Effect. |
|
39 |
|
Section
12.10. |
Headings. |
|
39 |
|
Section
12.11. |
Applicable
Law. |
|
40 |
|
Section
12.12. |
Waiver
of Trial by Jury. |
|
40 |
|
Section
12.13. |
Incorporation
of Exhibits. |
|
40 |
|
Section
12.14. |
Counterparts. |
|
40 |
|
Section
12.15. |
Severability
of Provisions. |
|
40 |
|
Section
12.16. |
Public
Announcement. |
|
41 |
|
Section
12.17. |
Assignment. |
|
41 |
|
Section
12.18. |
Termination. |
|
41 |
|
Section
12.19. |
Third
Party Beneficiaries. |
|
43 |
|
Section
12.20. |
Credit
Files. |
|
43 |
EXHIBITS
Exhibit
A – Form of MSR Package Confirmation
Exhibit
B – Schedule of Mortgage Loans
Exhibit
C – Payor’s Officer’s Certificate
Exhibit
D – Payee’s Officer’s Certificate
Exhibit
E – Form of Monthly Report
Exhibit
F – Form of TESPA
REFERENCE
SPREAD PAYMENT AGREEMENT
This
REFERENCE SPREAD PAYMENT AGREEMENT (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”),
dated as of September 29, 2023 (the “Agreement Date”), is by and between GLASSBRIDGE ENTERPRISES, INC., a Delaware
corporation (together with its successors and assigns, the “Payee”), and GREENWAY MORTGAGE HOLDING CORP., a Delaware
Corporation (together with its successors and assigns, the “Payor”) (the Payee and the Payor will collectively be
referred to as the “Parties” and each, a “Party”).
W
I T N E S E T H:
WHEREAS,
Servicer, an Affiliate of the Payor, owns and will acquire from time to time Mortgage Servicing Rights (as defined herein) relating to
portfolios of Mortgage Loans (as defined herein) owned or securitized by the Agency (as defined herein);
WHEREAS,
Servicer is entitled to the Servicing Spread and other incidental fees and other compensation and reimbursement for Advances pursuant
to its Servicing Agreements, and Payor, as owner of the Servicer, is entitled to distributions in respect of the Servicer’s receipt
of the Servicing Spread (as defined herein), after payment of the Servicer’s related costs and expenses, and such other incidental
fees and reimbursements for Advances with respect to the Mortgage Loans;
WHEREAS,
the Servicing Spread, together with the Ancillary Income (as defined herein) exceeds the compensation that the Servicer requires to service
the Mortgage Loans; and
WHEREAS,
Payee and Payor desire to set forth the terms and conditions pursuant to which, in return for an Upfront Payment (as defined herein)
by Payee, Payor will agree to (i) make monthly payments to the Payee, in an amount calculated by reference to the Mortgage Loans and
(ii) in accordance with the terms of this Agreement, acquire additional Mortgage Servicing Rights.
NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto
agree as follows:
DEFINITIONS;
GENERAL INTERPRETIVE PRINCIPLES
Definitions.
Whenever
used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
“Accepted
Servicing Practices” With respect to any Mortgage Loan, those accepted and prudent mortgage servicing practices (including
collection procedures) which are in accordance with Agency servicing practices and procedures as set forth in the Servicing Agreement,
and in a manner at least equal in quality to the servicing that Payor provides to mortgage loans which it owns in its own portfolio.
“Advances”
With respect to any Mortgage Loan, any advances required to be made by the Servicer as servicer in accordance with the Servicing Agreement
and the Agency Requirements, including, without limitation, delinquency advances (i.e., advances of delinquent principal and interest
payments), tax and insurance advances and corporate advances.
“Advance
Facility” The meaning set forth in Section 5.01.
“Affiliate”
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, a Person shall be deemed to “control” another Person if the controlling Person owns
fifty-one percent (51%) or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
With respect to the Payor, “Affiliate” shall be limited to the Servicer.
“Agency”
Fannie Mae, and any successor thereto.
“Agency
Acknowledgment Agreement” Any acknowledgment agreement relating to the Mortgage Servicing Rights, in whole or in part, entered
into among the Servicer, the Payee, the Agency and a lender in connection with an Approved Leverage Facility.
“Agency
Eligibility Requirements” With respect to the TES Seller, the following eligibility requirements (with each capitalized term
set forth herein having the meanings assigned in the Fannie Mae Lender Contract):
(i)
its Lender Adjusted Net Worth is equal to or greater than the lender adjusted net worth required by the Fannie Mae Lender Contract;
(ii)
its Lender Adjusted Net Worth to total assets ratio is equal to or less than the minimum capital ratio required by the Fannie Mae Lender
Contract; and
(iii)
its Liquidity is equal to or greater than the liquidity requirement set forth in the Fannie Mae Lender Contract.
“Agency
Requirements” The applicable rules, regulations, announcements, notices, directives and instructions of the Agency, including,
without limitation, the applicable requirements of the Guide and all exhibits, schedules, amendments and supplements thereto.
“Agency
Subordination of Interest Agreement” As defined in the TESPA.
“Agreement”
The meaning given to such term in the preamble hereof.
“Agreement
Date” The meaning given to such term in the preamble hereof.
“Ancillary
Income” All incidental income (such as late fees, assignment transfer fees, returned check fees, special services fees, forbearance
fees, amortization schedule fees, amount paid to the Servicer in respect of the CARES Act, HAMP fees, modification, forbearance and incentive
income, float income and any interest or earnings on funds deposited in an account maintained by the Servicer as servicer with respect
to the Mortgage Loans in any MSR Package, etc.) that are supplemental to the Servicing Spread payable to the Servicer pursuant to the
Servicing Agreement.
“Applicable
Law” With reference to any Person, all laws (including common law), statutes, regulations, ordinances, treaties, judgments,
decrees, injunctions, writs and orders of any court, governmental agency or authority and rules, regulations, orders, directives, licenses
and permits of any Governmental Authority applicable to such Person or its property or in respect of its operations.
“Applicable
Requirements” As defined in the TESPA.
“Approved
Leverage Facility” As defined in the TESPA.
“Bank”
A financial institution mutually agreed upon by the Parties or any successor thereto, each in its capacity as “Bank” under
the Distribution Account Control Agreement and Liquidity Account Control Agreement or any third party custodian or trustee in similar
capacity under any replacement account control agreements.
“Base
Servicing Fee” With respect to any Collection Period and with respect to Mortgage Loans subject to the TESPA, an amount equal
to the product of (A) the aggregate outstanding principal balance of the related Mortgage Loans as of the related Measurement Date, (B)
the Base Servicing Fee Rate and (C) (i) in the case of the initial Collection Period, a fraction, the numerator of which is the number
of days in the period from and including the Cut-off Date to and including the last day of the initial Collection Period, and the denominator
of which is three hundred sixty (360), and (ii) in the case of all other Collection Periods, one-twelfth (1/12).
“Base
Servicing Fee Rate” With respect to each MSR Package subject to the TESPA, the fixed number of basis points set forth in the
MSR Package Confirmation. For the avoidance of doubt, the Base Servicing Fee Rate shall never be less than 0.125% or 12.5 basis points
(.00125).
“Business
Day” As defined in the TESPA.
“Closing
Date” With respect to each Reference Spread Transaction relating to any MSR Package as contemplated hereunder, the Business
Day following the date on which all conditions precedent to such Reference Spread Transaction required pursuant to this Agreement have
been satisfied or waived. The Closing Date with respect to the Reference Spread Transaction relating to any given MSR Package shall be
set forth in the related MSR Package Confirmation.
“Collection
Period” With respect to any Distribution Date (other than the initial Distribution Date) and the Mortgage Loans included in
any MSR Package, the calendar month preceding the month in which such Distribution Date occurs. With respect to the initial Collection
Period, the period from the Cut-off Date to end of the calendar month preceding the month in which such Distribution Date occurs.
“Convenience
Appointment” The meaning given to such term in Section 7.12.
“Cost
of Servicing” The Servicer’s actual cost of servicing the related Mortgage Loans calculated on a monthly basis for the
related Collection Period as the sum of (i) reasonable and documented actual out-of-pocket third party legal, tax, accounting, due diligence
or other third party expenses related to or allocable to any MSR Purchase Agreement or each MSR Package related to and limited to the
acquisition by the Payee of the right to receive payment of the Reference Spread, including but not limited to trade settlement and reconciliation
services, initial or ongoing valuation expenses (including reasonable and documented fees and expenses of any Valuation Agents engaged
to provide valuation or appraisal services); (ii) the subservicing fees and expenses due to Subservicer pursuant to the Subservicing
Agreement, it being understood that the Subservicer may be entitled to certain items of Ancillary Income as collected (a percentage of
late fees, etc.) and that these items may be retained by the Subservicer pursuant to the terms of the Subservicing Agreement and the
Subservicing Acknowledgment, and that any items so retained by the Subservicer shall be deemed to have been paid by virtue of such retention
and are not an additional charge for Cost of Servicing; (iii) the Servicer’s cost of funds to finance and/or carry any required
Advances, if applicable, with the advance financing approved by Payee; (iv) the Oversight Fee; and (v) fees, interest charges and other
similar expenses associated with any servicer advance financing facility or MSR financing facility allocable to the Mortgage Servicing
Rights related to the Mortgage Loans (if the Payee elects to participate therein). In each case net of amounts collected by Servicer
in payment or reimbursement of any such amounts, whether from Mortgagors, Agencies, insurance proceeds, liquidation proceeds or any other
source.
“Credit
File” Those documents, which may be originals, copies or electronically imaged, pertaining to each Mortgage Loan, held by or
on behalf of Servicer in connection with the servicing of the Mortgage Loan, which may include Mortgage Loan Documents and the credit
documentation relating to the origination of such Mortgage Loan.
“Custodian”
With respect to any Mortgage Loans, the custodian of the related Credit Files or any part thereof identified by the Payor to the Payee
in writing on or prior to the initial Closing Date and identified in the related MSR Package Confirmation, as the Credit File may be
amended and supplemented from time to time by the Payor by providing a written notice of any such update to the Payee.
“Cut-off
Date” With respect to any MSR Package, the date set forth in the related MSR Package Confirmation.
“Data
File” The data tape that Payee receives with respect to any Mortgage Loans in an MSR Package from the applicable Person which
the Payor acquires the related Mortgage Servicing Rights, redacted as necessary to remove any borrower identifying information, including
the following data items for each Mortgage Loan, in each case, to the extent provided by such Person:
Loan
Number
Loan
Type
Net
Servicing Fee
Note
Rate
UPB
Current
UPB
Original
Property
value
Purpose
Lock
Date
First
Payment Date
Age
Property
Occupancy
Loan
to Value
CLTV
Loan
Escrow
Escrow
Adv
Escrow
Bal
T&I
Amount
P&I
Amount
Property
Type
Property
State Code
Fico
Current
Fico
Original
Loan
Maturity Date
Loan
Term
REFI_TYPE
FIXED_OR_ARM
PRODUCT_TYPE
Remit
Type
Payment
History
Forbearance
Flag
30
Day Dq
60
Day Dq
90
Day Dq
120
Day Dq
“Distribution
Account” The account specified in the Distribution Account Control Agreement and maintained by the Bank into which all Reference
Spread in respect of the Mortgage Loans, MSR Repurchase Prices and all MSR Successor Proceeds shall be deposited.
“Distribution
Account Control Agreement” The distribution account control agreement, to be entered into at a future date within thirty (30)
days of the date hereof, among the Payor, the Payee and the Bank (or any other institution agreed upon by the Payor and the Payee), as
bank, entered into with respect to the Distribution Account or any replacement agreement thereto.
“Distribution
Date” The twentieth (20th) day of each month, or if such day is not a Business Day, the following Business Day,
which for any MSR Package shall begin in the month following the related Closing Date. The initial Distribution Date for each MSR Package
shall be set forth in the related MSR Package Confirmation.
“Distributable
Reference Proceeds” With respect to any Distribution Date, the Reference Spread for such Distribution Date (provided, however,
that Payor’s obligation to remit the Reference Spread to the Payee on any Distribution Date shall be limited to the cumulative
amount of Servicing Spread Collections received by the Payor in respect of the related Reference Period and in respect of any prior Reference
Period with respect to any Reference Spread due and owing to the Payee and remaining unpaid), in each such case net of (i) any unpaid
Advances which had been advanced by the Servicer or the Subservicer except to the extent funded by an Advance Facility lender, including
the repayment of any Advance financing attributable to the Advances related to the Mortgage Loans and financed thereunder, (ii) amounts
owed to the Payor in connection with an Investment Opportunity pursuant to Section 11.01 and (iii) any outstanding indemnification
Losses owed pursuant to Section 10.02.
“Fannie
Mae” The Federal National Mortgage Association or any successor thereto.
“Fannie
Mae Mortgage Loans” Mortgage Loans owned or securitized by Fannie Mae.
“Funding
Default” Any failure by the Payee to make Reference Capital Payments on or before the related Reference Capital Demand Date.
“Funding
Schedule” With respect to each MSR Package, the schedule attached as Annex B to the related MSR Package Confirmation.
“GAAP”
Generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant
segments of the accounting profession, that are applicable to the circumstances as of the date of determination.
“Governmental
Authority” With respect to any Person, any nation or government, any state or other political subdivision, agency or instrumentality
thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government
and any court or arbitrator having jurisdiction over such Person, any of its subsidiaries or any of its properties.
“Guide”
The Fannie Mae Servicing Guide and all supplemental servicing instructions or directives provided by Fannie Mae, each as amended, modified
or restated from time to time.
“HAMP”
The U.S. Department of the Treasury’s Home Affordable Modification Program.
“Holder
Register” The meaning given to such term in Section 12.17(b).
“Initial
Investment Period” With respect to each MSR Package, the period commencing on the related Closing Date and ending on the one-year
anniversary of such Closing Date.
“Issuer’s
Quarterly Feedback Report” The “Issuer’s Quarterly Feedback Report” or a similar successor document provided
by an Agency to the Servicer.
“Lien”
Any mortgage, deed of trust, pledge, hypothecation, collateral assignment, charge, deposit, arrangement, encumbrance, lien (statutory
or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any indebtedness or the performance of any other obligation, including any conditional sale or other title
retention agreement.
“Liquidity
Account” A segregated account in the name of the Payor held at the Bank, subject to the Liquidity Account Control Agreement.
“Liquidity
Account Control Agreement” The liquidity account control agreement, to be entered into at a future date within thirty (30)
days of the date hereof, by and among the Payor, the Payee and the Bank, as bank, entered into with respect to the Liquidity Account
or any replacement agreement thereto.
“Liquidity
Amount” The meaning given to such term in Section 2.02.
“Liquidity
Confirmation Date” The last Business Day of the end of each calendar quarter.
“Loss”
or “Losses” Any and all direct, actual and out-of-pocket losses (including in the case of the Payee any loss in the
value of the Payee’s right to receive payments in respect of the Reference Spread (other than any loss in the value of the right
to receive payments in respect of the Reference Spread with respect to any modification by the Servicer of a Mortgage Loan pursuant to
the terms of such Mortgage Loan or the Servicing Agreement)), damages, deficiencies, claims, costs or expenses, including reasonable
attorneys’ fees and disbursements, excluding (i) any amounts attributable to or arising from overhead allocations, general or administrative
costs and expenses, or any cost for the time of any Party’s employees, (ii) consequential losses or damages consisting of speculative
lost profits, lost investment or business opportunity, damage to reputation or operating losses (it being understood that, for the avoidance
of doubt, the amount of the value of the Payee’s right to receive payments in respect of the Reference Spread lost due to the termination
of the related Mortgage Servicing Rights by the Agency for cause, shall not be considered consequential losses or damages for purposes
of this definition), or (iii) punitive or treble damages; provided, however, that the exclusions set forth in clauses (ii)
or (iii) above do not apply if and to the extent any such amounts are actually incurred in payment to a third party or government entity.
“Measurement
Date” With respect to any Collection Period, the first day of such Collection Period.
“MI”
Insurance provided by private mortgage insurance companies to make payments on certain Mortgage Loans in the event that the related Mortgagor
defaults in its obligation in respect of the Mortgage.
“Monthly
Report” The meaning given to such term in Section 7.04.
“Mortgage”
Each of those mortgages, deeds of trust, security deeds or deeds to secure debt creating a first lien on or an interest in real property
securing a Mortgage Note and related to a Mortgage Loan.
“Mortgage
Loan” Each of those residential mortgage loans owned, guaranteed or securitized by an Agency and listed on the Schedule of
Mortgage Loans.
“Mortgage
Loan Documents” With respect to each Mortgage Loan, the documents and agreements related to such Mortgage Loan required to
be held by the applicable Custodian, including, without limitation, the original Mortgage Note, and any other documents or agreements
evidencing and/or governing such Mortgage Loan.
“Mortgage
Note” With respect to any Mortgage Loan, the note or other evidence of indebtedness of the Mortgagor, thereunder, including,
if applicable, an allonge and lost note affidavit.
“Mortgage
Servicing Rights” With respect to each MSR Package, the indivisible, conditional, non-delegable right and responsibility of
Servicer to perform servicing with respect to the related Mortgage Loans pursuant to the Servicing Agreement, including any and all of
the following if and to the extent provided therein: (a) all rights to service a Mortgage Loan; (b) all rights to receive servicing fees,
Ancillary Income, reimbursements or indemnification for servicing the Mortgage Loans, and any payments received in respect of the foregoing
and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other payments with respect to the Mortgage Loans
(but not the funds actually collected with respect thereto, being the property of the Mortgagor, the expected payee or Agency) and to
receive interest income on such amounts to the extent permitted by Agency Requirements and Applicable Law; (d) all accounts, including
any custodial accounts or escrow accounts, and other rights to payment related to any of the property described in this paragraph; (e)
possession and use of any and all Credit Files and Servicing Files or other information pertaining to the Mortgage Loans or pertaining
to the past, present or prospective servicing of the Mortgage Loans; (f) to the extent applicable, all rights and benefits relating to
the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and
interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; and (g) all rights, powers and privileges
incident to any of the foregoing.
“Mortgagor”
An obligor under a Mortgage Loan.
“MSR
Package” The Mortgage Servicing Rights related to the Reference Spread to be paid to the Payee pursuant to a MSR Package Confirmation
and Section 3.01.
“MSR
Package Confirmation” With respect to each MSR Package, that certain purchase confirmation substantially in the form of Exhibit
A hereto, executed by the Payor and the Payee in their sole discretion in connection with the Reference Spread Transaction related
to the Mortgage Servicing Rights included in such MSR Package, setting forth the terms relating thereto, including the related supplement
to the Schedule of Mortgage Loans (or, in the case of the first MSR Package, the initial Schedule of Mortgage Loans), the Upfront Payment,
the Base Servicing Fee Rate, the Cut-off Date, the Closing Date, the initial Distribution Date and the other items set forth therein.
“MSR
Purchase Agreement” In connection with an Investment Opportunity, the agreement to purchase mortgage servicing rights, entered
into by the Payor or its Affiliate and the related MSR Seller.
“MSR
Seller” with respect to any MSR Package, the seller party to the applicable MSR Purchase Agreement.
“MSR
Successor Proceeds” Any proceeds received by the Servicer or TES Purchaser in connection with the sale of the Mortgage Servicing
Rights, including in connection with an exercise of the Convenience Appointment, and appointment of a successor servicer, as servicer
of the Mortgage Loans, including in connection with the exercise by the Payee of the Servicer Appointment Right. In the event that consideration
for any such sale and appointment relates to mortgage loans in addition to the Mortgage Loans, “MSR Successor Proceeds” shall
be equal to the pro rata amount of such consideration, based upon the proportionate market value of the Mortgage Servicing Rights of
the affected Mortgage Loans in relation to the market value of the mortgage servicing rights of all affected mortgage loans of Servicer
as to which MSR Successor Proceeds were received (calculated in accordance with the method in which such MSR Successor Proceeds are calculated).
“Opinion
of Counsel” One or more written opinions, in form and substance reasonably satisfactory to the recipient, of an attorney at
law admitted to practice in any state of the United States or the District of Columbia, which attorney may be counsel for Payor or Payee,
as the case may be.
“Oversight
Fee” For any Collection Period, an amount equal to $1 per month per loan related to the Mortgage Servicing Rights for the related
Collection Period.
“Party”
or “Parties” The meaning given to such term in the preamble hereof.
“Payee”
The meaning given to such term in the preamble hereof.
“Payee
Indemnitees” The meaning given to such term in Section 10.01.
“Payee
Third Party Claim” The meaning given to such term in Section 10.01.
“Payor”
The meaning given to such term in the preamble hereof.
“Payor
Indemnitees” The meaning given to such term in Section 10.02.
“Payor
Third Party Claim” The meaning given to such term in Section 10.02.
“Permitted
Liens” Liens in favor of, or ownership interest of, the Agency pursuant to the Guide and/or the Servicing Agreement.
“Person”
Any individual, partnership, corporation, limited liability company, limited liability partnership, business entity, joint stock company,
trust, business trust, unincorporated organization, association, enterprise, joint venture, government, any department or agency of any
government or any other entity of whatever nature.
“Pre-Bid
Deposit” With respect to any Investment Opportunity, the amount necessary, if any, to fund the deposit that must accompany
the bid with respect to such Investment Opportunity.
“Program
Fees” As of the date of any sale of one or more Mortgage Servicing Rights and to the extent the related Mortgage Servicing
Rights are not retained by Servicer or an Affiliate thereof, other than due to Servicer Appointment Right For Cause, the product of (i)
Oversight Fee, (ii) the number of Mortgage Loans related to the Mortgage Servicing Rights and (iii) the remaining number of months remaining
in the related Initial Investment Period (including the month of such date of sale).
“Purchase
Documents” The meaning given to such term in the Guide.
“Purchase
Price” An amount equal to the product of (a) the Purchase Price Percentage and (b) the aggregate actual outstanding principal
balance of the Mortgage Loans in the related MSR Package as of the applicable Cut-off Date.
“Purchase
Price Percentage” With respect to each Mortgage Loan, as set forth in the related MSR Package Confirmation.
“Recaptured
Mortgage Loan” The meaning given to such term in Section 2.01.
“Reference
Capital Payments” As of any date of determination, the amount of capital actually or deemed paid to Payor by Payee pursuant
to Section 3.02.
“Reference
Capital Demand Notice” The meaning given to such term in Section 2.01(c).
“Reference
MSR Successor Amount” With respect to any Distribution Date, an amount equal to the sum, with respect to each affected Mortgage
Loan, of the product of (i) any amounts received by or for the account of the Servicer or the Payor in respect of MSR Successor Proceeds
with respect to any Mortgage Loan during the related Reference Period and (ii) the Reference Share for such Mortgage Loan.
“Reference
Period” With respect to any Distribution Date, the period commencing on the day following the preceding Distribution Date and
ending on the current Distribution Date.
“Reference
Share” With respect to any Mortgage Loan, the percentage equivalent of a fraction, the numerator of which is equal to the Base
Servicing Fee Rate in respect of such Mortgage Loan and the denominator of which is equal to the servicing fee rate for such Mortgage
Loan.
“Reference
Spread” With respect to each Distribution Date, an amount equal to (i) Ancillary Income (but not including certain portions
of the Ancillary Income that the Subservicer is entitled to pursuant to the Subservicer Acknowledgment Agreement) plus (ii) the Base
Servicing Fee minus (iii) the Cost of Servicing related to such Mortgage Loans. For the avoidance of doubt, the Cost of Servicing for
a Collection Period shall be covered first by related Ancillary Income and only out of Base Servicing Fee after all Ancillary Income
for such period have been used.
“Reference
Spread Transaction” With respect to each MSR Package, the payment by the Payee of the related Upfront Payment in exchange for
the Payor’s agreement to pay the related Reference Spread.
“Related
Escrow Accounts” Mortgage Loan escrow/impound accounts maintained by Payor relating to the Mortgage Servicing Rights, including
accounts for buydown funds, real estate taxes and MI, flood and hazard insurance premiums.
“Schedule
of Mortgage Loans” The list of mortgage loans with respect to which Reference Spread is calculated pursuant to this Agreement
(including any Recaptured Mortgage Loans whose Reference Spread is calculated pursuant to this Agreement) as maintained by Payor and
updated from time to time as Exhibit B hereto.
“Servicer”
Greenway Mortgage Funding Corp., an Affiliate of the Payor, and any successor thereto.
“Servicer
Appointment Right” The meaning given to such term in Section 7.13(c).
“Servicer
Appointment Right For Cause” The meaning given such term in Section 7.13(c).
“Servicing”
The responsibilities, with respect to servicing the Mortgage Loans, under the Servicing Agreement.
“Servicing
Agreement” The servicing agreements, the Guide, the Purchase Documents, and any waivers, consent letters, acknowledgments,
any contractual obligations under Agency Requirements and other agreements under which Servicer is the servicer of the Mortgage Loans
relating to the Mortgage Servicing Rights and governing the servicing of the Mortgage Loans together with any servicing transfer agreements
related to the sale and transfer of Mortgage Servicing Rights entered into among the Agency, Servicer and any third party, as each may
be amended, modified or restated from time to time.
“Servicing
File” Those documents, which may be originals, copies or electronically imaged, pertaining to each Mortgage Loan created and/or
maintained by the Servicer solely for purposes of Servicing that Mortgage Loan, including copies of the Mortgage, Mortgage Note, cooperative
mortgage loan-related document, or modification documents with respect thereto, but otherwise does not include documents in the Credit
Files.
“Servicing
Spread” As defined in the TESPA.
“Servicing
Spread Collections” As defined in the TESPA.
“Solvent”
With respect to any Person as of any date of determination, (a) the value of the assets of such Person is greater than the total amount
of liabilities (including contingent and unliquidated liabilities) of such Person as determined in accordance with GAAP, (b) such Person
is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital.
In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount that,
in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability.
“Subservicer”
With respect to each MSR Package, Valon, or any other subservicer, approved pursuant to Section 7.10 hereof, as set forth in the
related MSR Package Confirmation.
“Subservicer
Acknowledgment” A subservicer acknowledgment related to such Subservicing Agreement executed by the Subservicer, the Servicer and
the Payee.
“Subservicing
Agreement” A subservicing agreement between the Servicer and the Subservicer.
“Termination
With Cause” With respect to all or any part of the Mortgage Servicing Rights, a termination, in whole or in part, of the Servicing
Agreement for cause under the Applicable Requirements, including, without limitation, a termination resulting from Payee’s exercise
of the Servicer Appointment Right For Cause.
“TES
Purchaser” Glassbridge Enterprises, Inc., a Delaware corporation.
“TES
Seller” means Greenway Mortgage Funding Corp., a New Jersey corporation.
“TESPA”
That certain True Excess Servicing Spread Acquisition Agreement for Fannie Mae Mortgage Loans, to be entered into at a future date, between
the TES Seller, as seller, and the TES Purchaser, as purchaser substantially in the form attached hereto as Exhibit F.
“Third
Party Assignee” The meaning given to such term in Section 12.17.
“Third
Party Assignment” The meaning given to such term in Section 12.17.
“Third
Party Reference Spread Agreement” The meaning given to such term in Section 12.17.
“Transaction
Documents” This Agreement, the TESPA (if applicable), the Distribution Account Control Agreement, the Liquidity Account Control
Agreement and each MSR Package Confirmation.
“True
Excess Spread” As defined in the related TESPA.
“Upfront
Payment” With respect to each MSR Package, the Purchase Price, as set forth in the related MSR Package Confirmation.
“Valuation
Agent” As defined in the related TESPA.
General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
the
terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender;
accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;
references
herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
the
words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as
a whole and not to any particular provision;
the
term “include” or “including” shall mean without limitation by reason of enumeration.
reference
to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended or
modified from time to time; and
all
capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the TESPA.
PROCEDURES;
ITEMS TO BE DELIVERED
Agreement
to Pay Reference Spread; Recapture.
Subject
to, and upon the terms and conditions of this Agreement, with respect to each MSR Package, on the related Closing Date, the Payee will
make the applicable Upfront Payment to Payor pursuant to the schedule set forth in the Funding Schedule, and Payor will agree to make
payments to the Payee, in each case, in accordance with Section 3.03. Notwithstanding anything to the contrary in this Agreement,
the obligation of Payor to make such payments described in Section 3.03, for non-tax purposes (i) shall constitute an unsecured
corporate obligation of Payor only and (ii) shall not represent a legal, beneficial or security interest in the Servicer, the Servicing
Agreement, the Mortgage Servicing Rights, the Servicing Spread or the Servicing Spread Collections. Notwithstanding anything to the contrary
in this Agreement or the other Transaction Documents, it is the intention of the Parties hereto that Payor’s allocation hereunder
from time to time of Mortgage Servicing Rights be treated for all U.S. federal, state and local income and franchise tax purposes as
the sale by Payor and the purchase by Payee of the Reference Spread which does not include any amounts needed by the Payor to meet its
servicing obligations.
In
the event a Mortgage Loan is refinanced by the Servicer or Subservicer, the Payor agrees to incorporate such refinanced mortgage loan
or, if applicable, another substantially similar mortgage loan (each such Mortgage Loan, a “Recaptured Mortgage Loan”)
in its calculation and payment of the Reference Spread. Servicer shall not solicit any mortgagor under any Mortgage Loan to refinance
any Mortgage Loan, and shall not provide information concerning any Mortgage Loan to anyone other than the Subservicer to facilitate
refinancing of any Mortgage Loan. Servicer shall pass through to Payee any make-whole payments received by Servicer from Subservicer
in respect of any refinancing of a Mortgage Loan that does not become a Recaptured Mortgage Loan.
In
the event a Mortgage Servicing Right with respect to a Mortgage Loan is repurchased by the Payor or a prior owner thereof, the Payor
shall remit the applicable proceeds actually received from such payor or prior owner, as applicable, with respect to such Mortgage Servicing
Right net of (i) any deboarding fees and other amounts due to the Subservicer and (ii) the Payor’s documented reasonable out-of-pocket
costs and expenses associated with such repurchase, including reasonable out-of-pocket costs incurred in pursuing repurchase remedies
under any MSR Purchase Agreement (the “MSR Repurchase Price”) to the Distribution Account for distribution on the next Distribution
Date. The Servicer shall pursue commercially reasonable remedies against any prior owner available for breach under any MSR Purchase
Agreement, as directed by and at the cost of the Payee. The Servicer shall notify the Payee of any breaches by the Loan Seller under
any MSR Purchase Agreement of which it becomes aware.
Liquidity
Amount.
On
the date that is thirty (30) Business Days prior to the Liquidity Confirmation Date, the Payor shall notify the Payee of the amount required
to comply with the Agency liquidity requirements with respect to the Mortgage Loans (calculated based on the aggregate outstanding principal
balance of the Mortgage Loans) (the “Liquidity Amount”). On the date that is ten (10) Business Days prior to the Liquidity
Confirmation Date, Payee shall deposit into the Liquidity Account the Liquidity Amount. If the Payee fails to deposit the Liquidity Amount
into the Liquidity Account within five (5) Business Days prior to the Liquidity Confirmation Date, the Servicer shall deduct the Liquidity
Amount from the amount otherwise payable to the Payee hereunder (and, if applicable, the TES Purchaser under the TESPA). If such amounts
are insufficient, the Servicer, in its sole absolute discretion, shall be entitled to borrow the Liquidity Amount from any third-party
lender for purpose of satisfying the Agency Requirements with respect to the Mortgage Loans, and the Payee (i) shall cooperate in all
respects with the Payor and the Servicer to obtain such financing, (ii) shall grant Payor’s absolute right to grant security interest
in the Mortgage Servicing Rights to secured such loan and (iii) shall be required to pay all such loan amount to achieve release of such
security interest granted to a lender. To the extent the amount deposited in the Liquidity Account exceeds the Liquidity Amount as of
the Liquidity Confirmation Date (the “Quarterly Excess Funds”), the Payor shall cause the Servicer to promptly remit
to the Payee the applicable Quarterly Excess Funds, so that the remaining balance of the Liquidity Account is equal to the Liquidity
Amount. From time to time, if the Agency liquidity requirements change, the Payor shall promptly notify the Payee, and the Payee shall
remit such supplemental Liquidity Amounts to the Payor for deposit to the Liquidity Account in a timely manner to satisfy such Agency
liquidity requirements, to the extent the Liquidity Amounts already on deposit with respect to the Mortgage Loans are insufficient for
the Servicer to satisfy such Agency requirements.
Items
to be Delivered on the Agreement Date.
On
the Agreement Date, each of Payor and Payee shall deliver or cause to be delivered duly executed copies of the following documents to
which they are a party or for which they are otherwise responsible as set forth below:
this
Agreement; and
All
agreements, certificates, opinions and instruments required to be delivered pursuant to this Agreement on the Agreement Date.
Items
to be Delivered on each Closing Date.
On
the initial Closing Date, subject to the satisfaction of the terms and conditions herein, each of Payor and Payee shall deliver or cause
to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible:
the
related MSR Package Confirmation and Data File;
an
Opinion of Counsel of Payor, reasonably acceptable to Payee, regarding due authorization, authority, enforceability of the applicable
Transaction Documents to which Payor is a party and regarding no conflicts with other material Payor agreements;
a
certificate of good standing of Payor dated as of a date within five (5) Business Days prior to the initial Closing Date to be delivered
by Payor;
a
secretary’s certificate of Payor attaching its organizational documents, board resolutions and an incumbency certificate;
a
duly executed corporate certificate of Payor required by Section 8.06 dated as of the initial Closing Date;
a
duly executed corporate certificate of Payee required by Section 9.05 dated as of the initial Closing Date;
a
certificate of good standing of Payee, dated as of a date within five (5) Business Days prior to the initial Closing Date to be delivered
by Payee;
the
Subservicing Agreement (if applicable);
the
Subservicer Acknowledgment (if applicable);
[Reserved];
the
Distribution Account Control Agreement (to be delivered within thirty (30) days of the initial Closing Date);
the
Liquidity Account Control Agreement (to be delivered within thirty (30) days of the initial Closing Date);
a
duly executed MSR Purchase Agreement (if applicable); and
a
secretary’s certificate of Payee attaching its organizational documents, board resolutions and incumbency certificates.
On
each subsequent Closing Date, subject to the satisfaction of the terms and conditions herein, each of Payor and Payee shall deliver or
cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible:
the
related MSR Package Confirmation, Data File and any other agreements, certificates or instruments as may reasonably be required on such
Closing Date;
a
duly executed corporate certificate of Payor required by Section 8.06 dated as of such Closing Date;
a
duly executed corporate certificate of Payee required by Section 9.05 dated as of such Closing Date; and
a
duly executed MSR Purchase Agreement.
With
respect to each MSR Package, on the related Closing Date, subject to the satisfaction of the terms and conditions herein:
Payee
shall remit to Payor the related Upfront Payment as described in Section 3.01; and
Payor
shall be obligated to make payments to the Payee related to such MSR Package in accordance with Section 3.03.
True
Excess Spread.
Payor
and Payee shall cooperate and make reasonable good faith efforts to obtain the consent of the Agency in connection with entering into
the TESPA substantially in the forms attached herein as Exhibit F, subject to any revisions requested by the Agency and reasonably
acceptable to the Payor and Payees, including obtaining and entering into the applicable Agency Subordination of Interest Agreement or
any other consent agreement with the applicable Agency reasonably acceptable to the Payor and Payee, which, in each case, shall be a
condition to any such transaction.
Upon
the approval of the Agency, the Parties shall execute and deliver, within ten (10) Business Days of such approval, the applicable Agency
Subordination of Interest Agreement and the TESPA for which approval has been obtained.
PAYMENTS
Upfront
Payment.
With
respect to each MSR Package, in consideration for acquisition of the related Mortgage Servicing Rights and for the payment of the Reference
Spread for the related Mortgage Loans as set forth herein, and upon the terms and conditions of this Agreement, including the related
MSR Package Confirmation and the Funding Schedule attached as Annex B thereto, Payee shall pay to Payor an amount equal to the
related Upfront Payment, approved by Payee, on the related Closing Date. In addition, the Payor agrees to pay to the Payee the related
Reference Spread for any related Mortgage Loan that becomes a Recaptured Mortgage Loan as further described in Section 2.01(b).
To
the extent the Payee exercises a Convenience Appointment, upon the transfer of ownership of the related Mortgage Servicing Rights to
the Payee’s designee or the date the Payor causes the Servicer to repurchase the related True Excess Spread, as applicable, the
Payor shall, promptly following receipt of related MSR Successor Proceeds:
distribute
such MSR Successor Proceeds to the Servicer and TES Purchaser as follows: first, to the reimbursement of Payee for any unreimbursed Advances,
including to the repayment of any Advance financing attributable to financed and previously unreimbursed Advances with respect to the
Mortgage Loans with respect to which MSR Successor Proceeds were received, second, to the Servicer, all unpaid Program Fees, all accrued
and unpaid Cost of Servicing and its reasonable and documented out-of-pocket costs and expenses associated with such sale, third, to
the payment of any deboarding fees and other amounts due to the applicable Subservicer(s), and fourth, to the TES Purchaser, all remaining
MSR Successor Proceeds that are not duplicative of the Reference MSR Successor Amount; and
remit
the applicable Reference MSR Successor Amount to the Payee; provided further, (i) Payee acknowledges and agrees that the rights to any
Reference Spread related to any Mortgage Servicing Rights related to such Convenience Appointment shall be extinguished and (ii) thereafter,
the Payor shall not further obligation to remit the Payee any further amounts related to the related Reference Spread (other than to
remit any funds properly due to Payee that are received or retained by Payor in error); provided, however, that Payor shall cause Servicer
to remit to Payee an amount equal to all remaining funds Payee contributed to the Liquidity Account which were unreimbursed as of the
related transfer date.
Payor
shall cause all funds received by Payor, Servicer, or any Subservicer with respect to Advances, indemnity amounts, and other amounts
funded by Payee prior to the exercise of a Convenience Appointment or other transfer of Mortgage Servicing Rights, which are not reimbursed
or otherwise remitted to Payee as set forth in Section 3.01(b), to be reimbursed to Payee upon the transfer of the Mortgage Servicing
Rights to the extent received from the successor servicer, or, with respect to Advance reimbursements, within ten (10) Business Days
of the receipt thereof by Payor, Servicer or any Subservicer, as applicable.
Payments
by Payee; Reference Capital Payments; Adjustments.
Payments
shall be made by Payee to Payor by wire transfer of immediately available funds to an account designated by Payor.
If,
subsequent to the payment of any Upfront Payment or the payment of any other amounts due hereunder to either party, the outstanding principal
balance of any related Mortgage Loan or any other amount is found to be in error, or if for any reason any such Upfront Payment or other
amount is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile such Upfront
Payment or other amount and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party
concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt
of satisfactory written verification of amounts due.
On
or after the date hereof, the Payor may deliver Reference Capital Demand Notices to the Payee, in each case in accordance with and subject
to the limitations set forth in this Section 3.02. For purposes of this Agreement, a “Reference Capital Demand Notice”
shall mean a written notice requiring the payment of capital to the Payor, which notice shall identify the amount of capital determined
by the Payor to be appropriate (i) to fund outstanding Advances, including the repayment of any Advance financing, related to the Mortgage
Loans with respect to which the Reference Spread is calculated pursuant to this Agreement, (ii) to pre-fund any Advances which are required
to be advanced pursuant to the Servicing Agreement or the Subservicing Agreement; (iii) to fund commercially-reasonable and industry-standard
amounts due under any Servicing Agreement related to the preservation and protection of the mortgaged properties or otherwise related
to the Mortgage Loans with respect to which the Reference Spread is calculated pursuant to this Agreement, (iv) to fund the applicable
Upfront Payment in connection with acquiring the right to receive payment of additional Reference Spreads to be subject to this Agreement
as agreed by the Payee, (v) to pay indemnity obligations of Payee under this Agreement, (vi) if applicable, to fulfil any obligations
under any Advance Facility, any other financing related to any Advance Facility, including but not limited to any indemnity obligations
and satisfy any margin calls, (vii) to fund Pre-Bid Deposits, (vii) to fund amounts due under an MSR Purchase Agreement executed in accordance
with Section 11.01 and (viii) to fund any reasonable out-of-pocket costs and expenses incurred by the Payor in identifying, evaluating,
developing, negotiating, documenting, structuring, financing and refinancing any Investment Opportunities. For the avoidance of doubt,
the form of the Reference Capital Demand Notice for the payment of monthly Cost of Servicing may take the form of a simple invoice from
Payor to Payee for the amount of Cost of Servicing and such shall constitute a Reference Capital Demand Notice.
With
respect to each Reference Capital Demand Notice, the Payee shall make Reference Capital Payments to the Payor within five (5) Business
Days of the receipt of such Reference Capital Demand Notice (or, with the Payee’s prior written consent, not to be unreasonably
withheld, such earlier date as is reasonably necessary in connection with causing additional Reference Spreads to be subject to this
Agreement) (the “Reference Capital Demand Date”). The Payor, by prompt notice by e-mail or as otherwise permitted
under this Agreement, may postpone the Reference Capital Demand Date one or more times for any reason to a specific date, or to a future
permitted date to be confirmed on five (5) Business Days’ notice. The Payor shall cancel a Reference Capital Demand Notice and
provide prompt written notice of such cancellation to the Payee if the relevant Reference Capital Payment is no longer required.
On
each Reference Capital Demand Date, the Payee shall deposit the amount specified by the Payor in the applicable Reference Capital Demand
Notice. Payment of capital shall be made by wire transfer of immediately available funds to the account or accounts specified in the
Reference Capital Demand Notice.
Neither
the Payor nor any of its Affiliates shall have any obligation to make any Reference Capital Payments owed by Payee.
Payor
shall provide notice to Payee of any Advances which are required to be advanced pursuant to the Servicing Agreement (the “Required
Advances”) The Payee shall promptly, and in no event more than two (2) Business Days after receipt of such notice, deposit
an amount equal to the Required Advances into the Distribution Account. The Payee shall be entitled to reimbursement for such Required
Advances to the same extent and in the same manner in which the Subservicer would be entitled to reimbursement for such Advances pursuant
to the terms of the Subservicing Agreement and the Subservicer Acknowledgment, including but not limited to the right to withdraw funds
from the Distribution Account, to the extent of funds received which Servicer has determined constitute reimbursements of such Advances.
(a)
Notwithstanding anything to the contrary herein, Payee shall have the right to withhold from any Reference Capital Demand Notice any
amounts due to Payee pursuant to Section 10.02 hereunder. Payor will cause Servicer to remit to Payee an amount equal to any and
all funds previously remitted by Payee in respect of any Advances that were subsequently recovered by Servicer as reimbursement from
an Agency or any other source, including the related Mortgagor, liquidation proceeds or insurance proceeds, provided however that the
Payee acknowledges and agrees that amounts otherwise reimbursable to the Servicer for any outstanding Advances will be first netted from
Distributable Reference Proceeds and, to the extent Distributable Reference Proceeds are insufficient to fully reimburse the Servicer
for any outstanding Advance and/or to pre-fund any required Advance to be made, the Payee shall remit the applicable Reference Capital
Payment as described in the related Reference Capital Demand Notice seeking contribution for such outstanding Advances.
Payments
by Payor.
Payments
shall be made by Payor to Payee by wire transfer of immediately available funds to an account designated by Payee.
Distributable
Reference Proceeds shall be distributed to the Payee on each Distribution Date.
Reimbursements
of Advances and any excess proceeds collected by the Servicer or the Subservicer shall be remitted in accordance with any Advance financing
documentation, or in the absence of any Advance financing, Payor, or Subservicer on Payor’s behalf, shall remit such reimbursements
to Payee in accordance with the terms of the Subservicing Agreement.
Payee
has negotiated the applicable subservicing fees payable to Valon, in its capacity as Subservicer, and shall not dispute any payment of
such subservicing fees by the Payor or amounts retained by Valon Mortgage, Inc., in each case paid or retained in accordance with the
terms of the Subservicing Agreement.
Reserved.
No
Joint Venture.
It
is the intention of the Parties that the arrangement between the Payor and the Payee as set forth in this Agreement not be characterized
for any local law or federal, state, or local tax purpose as a joint venture or partnership.
REPRESENTATIONS
AND WARRANTIES OF PAYOR
As
an inducement to Payee to enter into this Agreement, Payor represents and warrants to Payee as of the Agreement Date and each Closing
Date (or as of the date specified below, as applicable):
Due
Organization and Good Standing.
Payor
is a New Jersey corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Payor is
qualified to transact business in each jurisdiction in which such qualification is deemed necessary to service the Mortgage Loans.
Authority
and Capacity.
Payor
has all requisite corporate power, authority and capacity to enter into this Agreement and each other Transaction Document to which it
is a party and to perform the obligations required of it hereunder and thereunder. The execution and delivery of this Agreement and each
other Transaction Document to which Payor is a party and the consummation of the transactions contemplated hereby and thereby have each
been duly and validly authorized by all necessary corporate action. This Agreement and each other Transaction Document to which it is
a party has been duly executed and delivered by Payor. This Agreement constitutes, and each other applicable Transaction Document to
which Payor is a party constitutes or will constitute, a valid and legally binding agreement of Payor enforceable in accordance with
its terms, and no offset, counterclaim or defense exists to the full performance by Payor of this Agreement or such other Transaction
Document, except as the same may be limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’
rights generally and by general equity principles; no consent or authorization of any Agency is required for Payor’s execution,
delivery and performance of this Agreement or the performance of the Payor’s obligations hereunder.
Reserved.
Title
to the Mortgage Servicing Rights.
As
of each Closing Date, Servicer (i) is the lawful holder of the related Mortgage Servicing Rights, (ii) is responsible for the maintenance
of the Related Escrow Accounts and (iii) owns the related Mortgage Servicing Rights free and clear of any and all liens, charges, encumbrances,
security interests and other similar items, in each case, subject and subordinate only to the Agency’s rights pursuant to the Servicing
Agreement and if applicable, the Agency Acknowledgment Agreement.
Effective
Agreements.
The
execution, delivery and performance of this Agreement and each other Transaction Document that has been executed by Payor, compliance
with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby did not, and will not, violate,
conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate
of incorporation, bylaws, any instrument or agreement to which it is a party or by which it is bound, or any state or federal law, rule
or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it.
Payor/Servicer
Standing.
The
Servicer is qualified to act as a servicer under, and meets all eligibility criteria required by, the Agency Requirements. Servicer is
approved by the Agency as a seller/servicer in good standing. No event has occurred, including but not limited to a change in insurance
coverage, which would make Servicer unable to comply with the Agency Eligibility Requirements applicable to it or which would require
notification to either Agency. As long as the Payee remits to the Payor all Liquidity Amount required to be remitted under Section
2.02, the Servicer satisfies the minimum liquidity and capital requirements imposed by the Agency.
Solvency.
Payor
is Solvent and the promise to pay the Reference Spread under this Agreement will not cause Payor to become insolvent.
No
Actions.
There
have not been commenced or, to the best of Payor’s knowledge, threatened, any action, suit or proceeding which will likely materially
and adversely affect the consummation of the transactions contemplated by any Transaction Document.
Additional
Representations.
Each
of the representations made under Article IV of the TESPA shall be true and correct in all respects.
Section
1.01. Payor’s Information.
All
information which the Payor has provided (or will provide in the future) to Payee (other than information received from a third-party
originator or prior servicer), including information relating to the Payor, its business, operations, identity and domicile and financial
position is or, if provided in the future, will be) accurate, complete and not misleading in any material respect and fairly presents
(or, if provided in the future, will fairly present) the Payor’s financial position.
Section
1.02. Restatement of Representations and Warranties.
The
Payor shall promptly notify Payee (i) of any material changes regarding the information about the Payor in this Agreement or (ii) if
any of the Payor’s representations or warranties in this Agreement (with respect to itself, or with respect to the Servicer) is
no longer true or accurate in all material respects, or (iii) of any default of any subservicer in the performance of their respective
obligations under the applicable subservicing agreement related to any of the Mortgage Loans. The Payor will be deemed to have reaffirmed,
as of each Closing Date, each and every representation made, and all information provided, by the Payee pursuant to this Agreement.
REPRESENTATIONS
AND WARRANTIES AS TO
THE
REFERENCE SPREAD
As
further inducement to Payee to enter into this Agreement, Payor represents and warrants to Payee, as of each Closing Date:
Representations
Concerning the Reference Spread.
Payor
has not assigned, pledged, conveyed, or encumbered the Reference Spread to any other Person (other than Permitted Liens) and immediately
prior to the related Closing Date, Payor was the sole owner of the related Reference Spread and had good and marketable title thereto
(subject and subordinate in all respects to the rights of the Agency), free and clear of all Liens (other than Permitted Liens), and
no Person has any Lien (other than Permitted Liens) on the Reference Spread. The Advances may be pledged to a lender pursuant to a lending
facility (the “Advance Facility”) with the prior written consent of Payee. Payee shall not be liable for any Advances
pledged to any third party pursuant to an Advance Facility.
Additional
Representations.
Each
of the representations made under Article V of the TESPA shall be true and correct in all respects.
REPRESENTATIONS
AND WARRANTIES OF PAYEE
As
an inducement to Payor to enter into this Agreement, Payee represents and warrants to Payor as of the Agreement Date and each Closing
Date (or as of the date specified below, as applicable):
Due
Organization and Good Standing.
Payee
is a Delaware limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
Payee is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.
Authority
and Capacity.
Payee
has all requisite limited partnership power, authority and capacity to enter into this Agreement and each other Transaction Document
to which it is a party and to perform the obligations required of it hereunder and thereunder. The execution and delivery of this Agreement
and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have
each been duly and validly authorized by all necessary limited partnership action. This Agreement constitutes, and each other applicable
Transaction Document to which Payee is a party constitutes or will constitute, a valid and legally binding agreement of Payee enforceable
in accordance with its terms, and no offset, counterclaim or defense exists to the full performance by Payee of this Agreement or such
other Transaction Document, except as the same may be limited by bankruptcy, insolvency, reorganization and similar laws affecting the
enforcement of creditors’ rights generally and by general equity principles.
Effective
Agreements.
The
execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by Payee, its compliance
with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not violate, conflict
with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of
limited partnership or limited partnership agreement or any instrument or agreement to which it is a party or by which it is bound, or
any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it,
in each case which violation, conflict, breach or requirement would reasonably be expected to have a material adverse effect on Payee’s
ability to perform its obligations under this Agreement and any other Transaction Document to which it is a party.
Sophisticated
Investor.
Payee
is a sophisticated investor and its decision to source Investment Opportunities and to acquire the right to receive payment of the Reference
Spread is based upon Payee’s own independent experience, knowledge, due diligence and evaluation of this transaction. Payee has
relied solely on such experience, knowledge, due diligence and evaluation and has not relied on any oral or written information provided
by Payor other than the representations and warranties made by Payor herein.
Payee
has received the related Agency Acknowledgment Agreement and reviewed the same with its legal counsel, such that Payee is aware of the
risks associated with a termination of the Servicer as an Agency approved servicer, with a termination of the Servicing Agreement in
whole or in part, and with a termination of the Agency Acknowledgment Agreement whereby the rights to the Reference Spread may be extinguished.
Payee has made (and covenants to make in the future) adequate disclosures to all Third Party Assignees (as hereinafter defined) of the
risks of the transactions contemplated by this Agreement and of the terms of each Agency Acknowledgment Agreement. The Payee is not relying
on Payor or any of its Affiliates with respect to any tax, legal or accounting advice in connection with the Payee’s decision to
enter into this Agreement and no advice provided by Payor or its Affiliates has formed a basis for the decision to enter into this Agreement.
No
Actions.
There
shall not have been commenced or, to the best of Payee’s knowledge, threatened any action, suit or proceeding against the Payee
that will likely materially and adversely affect the consummation of the transactions contemplated hereby.
Payee’s
Information.
All
information which the Payee has provided (or will provide in the future) to Payor, including information relating to the Payee’s
identity, domicile and financial position is (or, if provided in the future, will be) accurate, complete and not misleading in any material
respect.
No
ERISA eligibility.
Any
funds paid by the Payee under this Agreement will not include or be deemed to include “plan assets” within the meaning of
Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Insolvency
Notice.
The
Payee agrees that it will provide prompt notice to Payor in the event that: the Payee makes an assignment for the benefit of creditors,
files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction.
No
Equity Interest.
The
Payee acknowledges and agrees that this Agreement does not grant the Payee an equity interest in Payor or any of its Affiliates.
Restatement
of Representations and Warranties.
The
Payee shall promptly notify Payor (i) of any material changes regarding the information about the Payee in this Agreement or (ii) if
any of the Payee’s representations or warranties in this Agreement is no longer true or accurate in all material respects. The
Payee will be deemed to have reaffirmed, as of each Closing Date, each and every representation made, and all information provided, by
the Payee pursuant to this Agreement.
PAYOR
COVENANTS
Payor
covenants and agrees as follows:
Cooperation;
Further Assurances.
Payor
shall cooperate with and assist Payee, as reasonably requested, in carrying out the purposes of this Agreement. If Payee assigns all
or any portion of its right to receive Reference Spread or its other rights under this Agreement to a Third Party Assignee, in accordance
with the Agency Acknowledgment Agreement, Payor will cooperate and assist any Third Party Assignee in drafting and entering into a Third
Party Reference Spread Agreement in accordance with Section 12.17.
Reserved.
Supplemental
Information.
To
the extent not prohibited by the Servicing Agreement, from time to time after the initial Closing Date, Payor promptly shall furnish
Payee with such incidental information, which is readily available to Payor without material expense, supplemental to the information
contained in the documents and schedules delivered pursuant to this Agreement, the Servicing Agreement and the Subservicing Agreement,
as may reasonably be requested to monitor performance of the related Mortgage Loans and the payment of the Reference Spread.
Monthly
Reports.
Within
twenty (20) days after the end of each month, Payor shall deliver a report (each, a “Monthly Report”) with respect
to the Mortgage Loans, usage of any Advance Facility and the Reference Spread in Microsoft Excel format and substantially in the form
attached as Exhibit E hereto, or in such other form as shall be mutually agreed upon by the Payor and the Payee.
To
the extent relevant to the True Excess Spread and the Reference Spread, Payor shall, or shall cause Subservicer, to provide Payee with
copies of all notices and reports deliverable to Payor pursuant to the Subservicing Agreement within the timeframe set forth in the subservicing
for delivery by Subservicer to Payor.
Within
twenty (20) days after the end of each month or as soon thereafter as reasonably practicable, Payor shall deliver a report listing the
valuations of each Reference Spread related to the Mortgage Servicing Rights as determined by a Valuation Agent.
If
any Recaptured Mortgage Loan was added to replace a refinanced Mortgage Loan during the previous calendar month, the Monthly Report shall
identify each Recaptured Mortgage Loan and identify the rate at which the Reference Spread accrued on the refinanced Mortgage Loan immediately
prior to the refinancing, the then-current rate at which Reference Spread accrues on the new Recaptured Mortgage Loan, the amount by
which the Base Servicing Fee increased, if any, with respect to such Recaptured Mortgage Loan, and the refinancing date for such Recaptured
Mortgage Loan.
Notices
and Financial Statements.
Payor
shall promptly deliver to the Payee a copy of any of the following documents to the extent permitted by Applicable Law and the confidentiality
provisions of the Servicing Agreement: (i) each of the following documents delivered by the Servicer to the Agency pursuant to the Servicing
Agreement or received by the Servicer from the Agency: (a) each Issuer’s Quarterly Feedback Report with respect to the Servicer,
(b) each independent public accountant’s annual audited financial report with respect to the Payor, (c) each report of compliance
with respect to the Payor, and (d) each notice of default or event of default with respect to the Servicer under the Servicing Agreement;
(ii) any “notice of termination” or “notice of extinguishment” or similar notice delivered by the Agency to the
Servicer pursuant to the Servicing Agreement; and (iii) notice of any “supervisory agreement” between the Agency and the
Servicer and a copy of any such agreement.
The
Payor shall deliver to the Payee copies of the Payor’s most recent (i) unaudited quarterly financial statements within forty-five
(45) days following the end of each of Payor’s fiscal quarters, (ii) unaudited annual financial statements within ninety (90) days
of the end of each of the Payor’s fiscal years and (iii) audited annual financial statements on the earlier of (A) the date such
financial statements are made available to Payor or (B) the date that is one hundred fifty (150) days after the end of each of the Payor’s
fiscal years.
Servicing
Agreement.
Servicer
will service the Mortgage Loans in accordance with Applicable Requirements and Accepted Servicing Practices and will perform its obligations
in all material respects in accordance with the Servicing Agreement and Applicable Law. Without the express written consent of Payee
(which shall be conclusively presumed in all events where the Agency cancels, terminates or amends any Mortgage Servicing Rights, Servicing
Agreements, or any other arrangements between the Servicer and such Agency related to the Mortgage Loans if the action is taken at such
Agency’s direction or initiative), Payor shall ensure that the Servicer shall not (a) cancel, terminate or amend any Mortgage Servicing
Rights that would impair in any material respect the value of the interests or rights of the Payee hereunder, (b) expressly provide any
required consent to any termination, amendment or modification of the Servicing Agreement that would impair in any material respect the
value of the interests or rights of the Payee hereunder or enter into any other agreement or arrangement with an Agency, in each case,
with respect to the Mortgage Servicing Rights and the Mortgage Loans, that would impair in any material respect the value of the interests
or rights of the Payee hereunder, (c) waive any material default under or breach of the Servicing Agreement by such Agency that would
impair in any material respect the value of the interests or rights of the Payee hereunder, or (d) take any other action in connection
with the Servicing Agreement that would impair in any material respect the value of the interests or rights of the Payee hereunder.
Transfer
of Mortgage Servicing Rights.
Payor
shall not permit the Servicer to transfer, assign or sell any of the Mortgage Servicing Rights without the prior written consent of Payee.
Notwithstanding the foregoing, if the Agency directs the Servicer to assign, transfer or sell the Mortgage Servicing Rights to a replacement
servicer (or consents to any such assignment, transfer or sale undertaken at the Agency’s direction or initiative), then Payee
shall be conclusively deemed to have consented to the same without condition and without the need for further action.
Notification
of Certain Events.
Payor
shall provide Payee with copies of any notices from the Agency of any breach, potential breach, default or potential default by Servicer
under the Servicing Agreement, and with copies of any notices from the Agency of any termination, potential termination or threatened
termination of any Servicing Agreement entered into between Servicer and the Agency. Payor shall promptly forward copies of any notices
received from the Agency or from any Governmental Authority with respect to the Mortgage Loans, unless prohibited by Applicable Law or
the applicable contracts with the Agency. Payor shall provide Payee with respect to the Reference Spread which Payee has a right to receive
hereunder, copies of all material amendments to the Servicing Agreement promptly after execution thereof.
No
Financing, Pledge or Lien.
Other
than as set forth in Section 2.02, Payor shall not pledge, obtain financing for, or otherwise permit any Lien of any creditor
of Payor to exist on, any portion of the Mortgage Servicing Rights or Servicing Spread Collections without the prior written consent
of Payee.
Subservicing.
The
parties acknowledge and agree that each MSR Package shall be subserviced by the Subservicer identified in the related MSR Package Confirmation
or a successor thereto approved by the Agency. The Payor may, with notice to the Payee, (i) appoint or change the Subservicer for any
related Mortgage Loans with respect to which the Reference Spread is calculated pursuant to this Agreement, (ii) enter into or renew
subservicing agreements with the Subservicer for any related Mortgage Loans with respect to which the Reference Spread is calculated
pursuant to this Agreement, or (iii) amend or modify the terms of any subservicing agreement; provided, however, if any
such action listed in subclauses (i), (ii) and (iii) materially and adversely affects the value of the Reference
Spread, the Payor shall obtain the Payee’s prior written consent (such consent not to be unreasonably withheld).
Schedule
of Mortgage Loans.
Payor
shall maintain the Schedule of Mortgage Loans, which shall be updated as of each Closing Date.
[Reserved].
Servicer
Appointment Right.
At
any time, subject to the prior consent of the Agency, the Agency Requirements and Applicable Law, the parties hereto agree that the Payee
shall have the right (the “Convenience Appointment Right”) to direct the Payor to cause the Servicer to seek to transfer
ownership of all of the Mortgage Servicing Rights to the Payee’s unaffiliated third party designee (a “Convenience Appointment”).
In
the event Payee desires to direct a Convenience Appointment, it shall provide the Payor with written notice thereof. Payor shall cooperate
and facilitate the transfer of servicing to Payee’s designated transferee servicer as promptly as practicable. The parties hereto
agree that the exercise of a Convenience Appointment shall be subject to the payment to the Servicer, on or before the related transfer
of servicing, of (i) any deboarding fees and other amounts due to the applicable Subservicer(s) pursuant to the applicable Subservicing
Agreement with related Subservicer(s), (ii) all accrued and unpaid Cost of Servicing reimbursement of any Advances disbursed by the Servicer
or Subservicer and not reimbursed to such applicable party, including unpaid Advances that have not already been funded or purchased
by the Payee or an Affiliate of the Payee or pledged pursuant to an Advance Facility, (iii) any unpaid Program Fees with respect to the
related MSR Package and (iv) the Servicer’s reasonable out-of-pocket costs and expenses associated with such transfer. The exercise
of the Servicer Appointment Right shall be subject to and conditioned upon the payment in full from the MSR Successor Proceeds and/or
by the Payee of all amounts owing pursuant to this Agreement without regard to the amount of the MSR Successor Proceeds.
Subject
in all respects to the requirements of the Agency Agreements, at any time (i) following the occurrence of any Change of Control, (ii)
following either a breach by Seller of this Agreement or the Servicer of the Servicing Agreement which materially and adversely affects
the value of the Reference Spread or the True Excess Spread and the failure of the Seller or Servicer as applicable to cure such breach
within thirty (30) days after notice thereof (subject to an additional fifteen (15) day period if the Servicer is diligently pursuing
such cure), (iii) in the event that the Servicer is terminated by the Agency as Agency seller/servicer or as servicer of a material portion
of the Mortgage Servicing Rights, (iv) or any failure by the Servicer to comply with the Agency Eligibility Requirements, or (v) following
the occurrence of a Servicer Material Adverse Change or a Servicer Insolvency Event, the Payee shall have the right (the “Servicer
Appointment Right For Cause”) to direct the Servicer to transfer the ownership of the Mortgage Servicing Rights to the Payee’s
designee. In such event, the Seller and the Servicer shall cooperate with the Payee and shall endeavor in good faith using commercially
reasonable efforts (a) to seek Agency approval of the replacement servicer selected by the Payee and (b) to cause the transfer of servicing
to the replacement servicer selected by the Payee and approved by the Agency; subject to payment to Servicer from Payee, on or before
the related transfer of servicing, of (i) any deboarding fees and other amounts which are due to the applicable Subservicer(s) pursuant
to the applicable Subservicing Agreement with related Subservicer(s) and (ii) reimbursement of any Advances disbursed by Servicer or
Subservicer and not reimbursed to such applicable party, including to the repayment of any Advance Facilities related to any such Advances.
In
case the Servicer is terminated as Agency seller/servicer, Payee shall have the right to retain Valon as Subservicer but shall not have
the right to transfer the Mortgage Servicing Rights to Valon without Valon’s consent.
Notwithstanding
anything to the contrary in this Agreement, in any TESPA, (i) if the Payee exercises any rights in this Agreement and/or (ii) if the
Payee directs or instructs the Payor (or directs or instructs the Payor to cause any Affiliate of the Payor (including the Servicer))
to perform any action under this Agreement (including but not limited to exercising any Servicer Appointment Right), then, in each case,
each TES Purchaser, including all members of the applicable TES Purchaser, shall be conclusively deemed to have consented to the same
without condition and without the need for further action.
Access
to Information.
After
the initial Closing Date, no more than twice annually (unless an Event of Default has occurred and is continuing) after the Agreement
Date, at such times as are reasonably convenient to Payor, upon two (2) Business Days’ prior written notice, Payee or its designees
may, in accordance with Applicable Law, conduct audits or visit and inspect the Payor’s servicing facilities for the purpose of
satisfying the Payee that Payor, has the ability to comply with the Servicing Agreement. Any audit provided for herein will be conducted
in accordance with Payor’s rules respecting safety and security on its premises, in accordance with applicable privacy and confidentiality
laws and without materially disrupting operations.
CONDITIONS
PRECEDENT TO OBLIGATIONS OF PAYEE
The
obligations of Payee under this Agreement with respect to any MSR Package are subject to the satisfaction of the following conditions
as of the related Closing Date:
Correctness
of Representations and Warranties.
The
representations and warranties made by Payor in this Agreement and each other Transaction Document to which Payor is a party to be made
on or prior to such Closing Date are true and correct in all material respects.
Compliance
with Conditions.
All
of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document required to be complied with
and performed by Payor on or prior to such Closing Date shall have been duly complied with and performed in all material respects.
No
Material Adverse Change.
From
the Agreement Date, there shall not have been any change to Payor’s or Servicer’s financial or operating condition, or in
the Mortgage Servicing Rights, the Mortgage Loans, the Related Escrow Accounts or to Servicer’s relationship with, or authority
from, the Agency, that in each case will likely materially and adversely affect the consummation of the transactions contemplated hereby
or the payment of the Reference Spread.
Consents.
Payor
shall have obtained all consents, approvals or other requirements of third parties required for the consummation of the transactions
on such Closing Date contemplated by the applicable Transaction Documents. All actions of all Governmental Authorities required to consummate
the transactions contemplated by the applicable Transaction Documents and the documents related thereto shall have been obtained or made.
Delivery
of Transaction Documents.
Payor
shall have delivered to the Payee copies of each executed Transaction Document that is to be entered into on or prior to such date and
each of the items required to be delivered pursuant to Sections 2.03 and 2.04 hereof.
Certificate
of Payor.
Payor
shall have provided Payee a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer
of Payor dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Payor’s
representations and warranties made in this Agreement and each other Transaction Document to which Payor is a party is true and correct
in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other
Transaction Document to which Payor is a party that are required to be complied with and performed by Payor at or prior to such Closing
Date have been duly complied with and performed in all material respects.
Opinions
of Counsel.
In
the case of the initial Closing Date, Payor’s counsel shall have delivered the Opinions of Counsel required pursuant to Section
2.04(a)(ii).
Good
Standing Certificate of Payor.
In
the case of the initial Closing Date, Payor shall have provided Payee a certificate of good standing of Payor, dated as of a date within
five (5) Business Days prior to such Closing Date.
No
Actions or Proceedings.
No
action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit
the consummation of, or to invalidate, any of the transactions contemplated by this Agreement and the documents related hereto in any
material respect.
Further
Information.
Subject
to confidentiality restrictions, Payor shall have provided to the Payee all material documents, instruments, certifications, agreements
and other information reasonably requested by the Payee.
CONDITIONS
PRECEDENT TO OBLIGATIONS OF PAYOR
The
obligations of Payor under this Agreement with respect to any MSR Package are subject to the satisfaction of the following conditions
as of the related Closing Date, as applicable:
Correctness
of Representations and Warranties.
The
representations and warranties made by Payee in this Agreement to be made on or prior to the Agreement Date or the related Closing Date,
as applicable, are true and correct in all material respects as of the date thereof.
Compliance
with Conditions.
All
of the terms, conditions, covenants and obligations of this Agreement required to be complied with and performed by Payee on or prior
to such Closing Date shall have been duly complied with and performed in all material respects as of the date thereof.
Limited
Partnership Resolution.
As
of the date hereof, Payor shall have received from Payee a certified copy of its limited partnership resolution, evidencing approval
by all managers and, if required by Payee’s limited partnership agreement, all members, approving the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and
other evidences of corporate authority as Payor or its counsel may reasonably request.
No
Material Adverse Change.
Since
the Agreement Date, there shall not have been any change to Payee’s financial condition that will likely materially and adversely
affect the consummation of the transactions contemplated hereby.
Certificate
of Payee.
Payee
shall have provided Payor a certificate, substantially in the form attached hereto as Exhibit D, signed by an authorized officer
of Payee dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Payee’s
representations and warranties made in this Agreement is true and correct in all material respects as of such date; (b) all of the terms,
covenants, conditions and obligations of this Agreement required to be complied with and performed by Payee at or prior to such Closing
Date have been duly complied with and performed in all material respects; and (c) this Agreement does not conflict with other material
Payee agreements.
Good
Standing Certificate of Payee.
In
the case of the initial Closing Date, Payee shall have provided Payor a certificate of good standing of Payee, dated as of a date within
five (5) Business Days prior to such Closing Date.
INDEMNIFICATION;
CURE
Indemnification
by Payor.
Payor
shall indemnify, defend and hold Payee, its Affiliates and its and their respective directors, managers, officers, employees, agents,
representatives and advisors (the “Payee Indemnitees”) harmless from and shall reimburse the applicable Payee Indemnitee
for any Losses suffered or incurred by any Payee Indemnitee after the related Closing Date which result from:
the
Servicer’s, Payor’s or Subservicer’s failure to comply following the applicable Closing Date with Applicable Requirements
and Accepted Servicing Practices relating to the servicing of the related Mortgage Loans or any breach of its representations, warranties
or covenants in this Agreement, or any termination of the Servicer as servicer for cause by the Agency;
to
the extent of amounts received by the Servicer or Subservicer in respect of such prior servicing claims under the MSR Purchase Agreement,
any servicing act or omission of any prior servicing relating to any Mortgage Loan (including, remitting any indemnity amounts received
from the Loan Seller pursuant to MSR Purchase Agreement in connection with any breaches or repurchase or repurchase of Mortgage Loans,
in each case, to the extent such Losses relate to the Reference Spread); or
Litigation,
proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting
from any of the items described in Section 10.01(a) and (b) directly above;
provided,
however, that the applicable Payee Indemnitee has taken all commercially reasonable and appropriate actions within its reasonable
control to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Payor, which
such failure of mitigation shall not relieve Payor of its indemnification obligations in this Section 10.01 but may affect the
amount of such obligation; and provided further, that any Losses incurred by the Payee Indemnitee pursuant to any attempt to mitigate
any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Payor as part of its indemnification
obligations in this Section 10.01. For the avoidance of doubt, Losses under this Section 10.01 shall include the fair value
of any Reference Spread associated with any Mortgage Servicing Rights as to which the Servicer resigns without the consent of the related
TES Purchaser or is terminated by the related Agency pursuant to a Termination With Cause. Payee shall notify Payor promptly after receiving
written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third
party claims subject to indemnification under this Agreement (each, a “Payee Third Party Claim”). Upon receipt of
such notice of a Payee Third Party Claim, Payor shall have the right to assume the defense of such Payee Third Party Claim using counsel
of its choice reasonably satisfactory to the applicable Payee Indemnitee, but may not enter into any settlement which could reasonably
be expected to have a material adverse effect on Payee without the prior written consent of the applicable Payee Indemnitee, which shall
not be unreasonably withheld. A Payee Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself
at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Payee Third Party
Claim which could reasonably be expected to have a material adverse effect on Payor without the prior written consent of Payor, which
consent shall not be unreasonably withheld. Any exercise of such rights by a Payee Indemnitee shall not relieve Payor of its obligations
and liabilities under this Section 10.01 or any other provision of this Agreement. With respect to any Payee Third Party Claim
subject to indemnification under this Agreement, the applicable Payee Indemnitee shall be required to cooperate in good faith with Payor
to ensure the proper and adequate defense of such Payee Third Party Claim. The indemnification provided by the Payor herein shall be
with respect to Losses involving third-parties and Losses between the Payee and Payor. In the event Payor fails to remit any amounts
due hereunder, Payee shall be entitled to recoupment of such amounts, and may withhold such amounts from any amounts otherwise owed to
the Payor hereunder.
Indemnification
by Payee.
Payee
shall indemnify, defend and hold Payor, its Affiliates (including Servicer) and its and their respective directors, managers, officers,
employees, agents, representatives and advisors (the “Payor Indemnitees”) harmless from and shall reimburse the applicable
Payor Indemnitee for any Losses suffered or incurred by any Payor Indemnitee which result from:
any
material breach of a representation or warranty by Payee, or non-fulfillment of any covenant or obligation of Payee contained in this
Agreement;
any
mandatory repurchase by Payor of Mortgage Loans relating to third party originated Mortgage Servicing Rights if such repurchase arises
from any origination related breach or any act or omission of a prior servicer (not including any Affiliate of the Payor), taking into
account any recovery by the Payor from the originator or prior servicer, as well as the value of such repurchased Mortgage Loans; provided
that the Payor shall use commercially reasonable efforts to enforce any indemnity or repurchase claims against such third party originator,
servicer and/or seller, as applicable;
any
matter arising out of or in connection with Payor’s performance under this Agreement, except to the extent the Payor is obligated
to indemnify the Payee pursuant to Section 10.01;
the
Payor’s and Servicer’s compliance with a written directive or instructions of the Payee pursuant to Section 7.13;
any
matter arising out of or in connection with the execution or performance of the Servicer under an MSR Purchase Agreement except for any
matter due to the Servicer’s breach of any of its obligations under such MSR Purchase Agreement that is not associated with a breach
by TES Purchaser or Payee;
any
matter arising out of or in connection with any Funding Default;
any
matter arising out of or in connection with an act or omission of a prior owner, a prior servicer or an originator of the Mortgage Loans
not covered by Section 10.2(b), taking into account any recovery by the Payor from such prior owner, servicer or originator; provided
that the Payor shall use commercially reasonable efforts to enforce any reimbursement, indemnity or other claims against such third party
prior owner, originator, servicer and/or seller, as applicable;
any
matter arising out of or in connection with any action or inaction by Valon, as Subservicer, including but not limited to compliance
with Applicable Requirements and Accepted Servicing Practices and relating to the subservicing of the related Mortgage Loans, other than
any action or inaction taken by Subservicer at the direction of Servicer or which results from the negligence, bad faith, or willful
misconduct of the Servicer that is not associated with a breach by TES Purchaser or Payee;
any
matter arising out of or in connection with any MSR Package and the amount of any judgment or settlement paid in connection therewith,
including any costs incurred in connection with enforcing rights related to the MSR Package or enforcement of Payor’s rights against
the Payee; or
litigation,
proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting
from any of the items described in Section 10.02(a)-(i) directly above;
provided,
however, that the applicable Payor Indemnitee has taken all commercially reasonable and appropriate actions within its reasonable
control to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Payee, which
such failure of mitigation shall not relieve Payee of its indemnification obligations in this Section 10.02 but may affect the
amount of such obligation; and provided further, that any Losses reasonably incurred by the Payor Indemnitee pursuant to any attempt
to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Payee as part of its
indemnification obligations in this Section 10.02. Payor shall notify Payee promptly after receiving written notice of the assertion
of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification
under this Agreement (each, a “Payor Third Party Claim”). Upon receipt of such notice of a Payor Third Party Claim,
Payee shall have the right to assume the defense of such Payor Third Party Claim using counsel of its choice reasonably satisfactory
to the applicable Payor Indemnitee, but may not enter into any settlement without the prior written consent of Payee, which shall not
be unreasonably withheld. A Payor Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself
but shall not consent to the entry of a judgment or enter into any settlement with respect to the Payor Third Party Claim without the
prior written consent of Payee, which consent shall not be unreasonably withheld. Any exercise of such rights by a Payor Indemnitee shall
not relieve Payee of its obligations and liabilities under this Section 10.02 or any other provision of this Agreement. With respect
to any Payor Third Party Claim subject to indemnification under this Agreement, the applicable Payor Indemnitee shall be required to
cooperate in good faith with Payee to ensure the proper and adequate defense of such Payor Third Party Claim. The indemnification provided
by the Payee herein shall be with respect to Losses involving third-parties and Losses between the Payee and Payor.
INVESTMENTS
Investment
Opportunities.
The
Payee or its Affiliate may seek to source, price and negotiate mortgage servicing rights purchase opportunities (each an “Investment
Opportunity”) to become subject to the terms of this Agreement and the TESPA. Upon identifying an Investment Opportunity, the
Payee shall notify the Payor of such opportunity and provide the Payor with all related loan level analysis, due diligence, associated
costs and expenses and any other transaction terms or information as the Payor may reasonably request (such information, the “MSR
Diligence”) at least fifteen (15) Business Days prior to the related bid due date or as otherwise reasonably agreed between
Payor and Payee. The Payor shall review the related MSR Diligence and may, in its reasonable discretion, provide its consent in writing
to the Payee to proceed with such Investment Opportunity. Upon providing its consent, Payor shall work in good faith with Payee to submit
a bid with respect to the related mortgage servicing rights; provided, however, prior to submitting a bid, the Payor shall
have received all required Pre-Bid Deposits and other Reference Capital Payments that are owing from the Payee. If the Payor’s
bid is successful, Payor shall use commercially reasonable efforts to negotiate and enter into an MSR Purchase Agreement to acquire the
related mortgage servicing rights with proceeds from the related Upfront Payment as set forth in the related MSR Package. All reasonable
and documented out-of-pocket fees, costs and expenses, including reasonable attorneys’ fees, incurred by Payor, the Servicer or
any of their Affiliates (which shall not include, for the avoidance of doubt, any costs of due diligence) in connection with the negotiation
and entry into an MSR Purchase Agreement and transfer of the related MSR Package shall be payable by the Payee. In the event a Funding
Default has occurred and is continuing after notice and a reasonable opportunity to cure, Payor may, in its sole discretion proceed with
the acquisition of such mortgage servicing rights for its own portfolio.
MISCELLANEOUS
Costs
and Expenses.
Payee
and Payor shall each pay its own expenses, fees and expenses of its legal counsel in connection with the transactions contemplated hereby.
Confidentiality.
Each
Party understands that in connection with this transaction, it has been furnished and will be furnished Nonpublic Personal Information
and/or Personally Identifiable Financial Information (as those terms are defined in Sections 573.3(n) and (o) of the Office of Thrift
Supervision Regulations on Privacy of Consumer Information published at 12 C.F.R. Chapter V implementing Title V of the Gramm-Leach-Bliley
Act), and other information regarding the policies and plans of the other Party and its Affiliates that is and has been designated as
confidential and proprietary, and each Party agrees that it will maintain the confidentiality of such information and will not disclose
it to others (except for its Affiliates and its and their respective directors, managers, officers, employees, financing sources, agents,
representatives and advisors), or use it except in connection with the transactions contemplated by this Agreement, without the prior
written consent of the Party furnishing such information, subject to the provisions of this Section 12.02 and of Section 12.16.
Information which is generally known in the industry concerning a Party or among such Party’s creditors generally or which has
been disclosed to the other Party by third parties who have a right to do so shall not be deemed confidential or proprietary information
for these purposes. If Payee, any of its Affiliates or any officer, director, employee or agent of any of the foregoing is at any time
requested or required to disclose any information supplied to it in connection with the transactions contemplated hereby, Payee agrees
to provide Payor with prompt notice of such request(s) so that Payor may seek an appropriate protective order and/or waive Payee’s
compliance with the terms of this Section 12.02. If Payor, any of its Affiliates or any officer, director, employee or agent of
any of the foregoing is at any time requested or required to disclose any information supplied to it in connection with the transactions
contemplated hereby, Payor agrees to provide Payee with prompt notice of such request(s) so that Payee may seek an appropriate protective
order and/or waive Payor’s compliance with the terms of this Section 12.02. Notwithstanding the terms of this Section
12.02, if, in the absence of a protective order or the receipt of a waiver hereunder, Payee or Payor is nonetheless, in the opinion
of its counsel, compelled to disclose information concerning the other Party to any tribunal or risk being liable for contempt or suffering
other censure or penalty, then Payee or Payor may disclose such information to such tribunal without liability hereunder. If the proposed
transaction contemplated in this Agreement is not consummated, each Party agrees to promptly return to the other or destroy, promptly
upon request, all confidential materials, and all copies thereof, which have been furnished to it in connection with the applicable MSR
Package except as required by Applicable Laws or internal retention or archiving policies. Any confidential materials retained by a party
pursuant to the above sentence shall remain subject to the confidentiality requirements of this paragraph until the later of (i) the
time set by applicable privacy laws or other Applicable Laws, and (ii) one year from the date of this Agreement. For the avoidance of
doubt, either Party may provide its shareholders and creditors with a general description of this Agreement and any related transactions
(or otherwise as may be required by any applicable law, rule or regulation, including without limitation under the federal securities
laws or stock exchange requirements), and, subject to the provisions of this Section 12.02, information obtained from the reports
provided by Payor pursuant to Section 7.04.
Each
Party recognizes that, in connection with this Agreement and the other Transaction Documents, it may receive non-public information regarding
the financial condition, operations and prospects of the other Parties. Except as required by Applicable Law, each Party agrees to keep
all non-public information regarding the other Parties strictly confidential, and to use all such information solely in order to effectuate
the purpose of this Agreement and the other Transaction Documents; provided, however, that each Party may provide confidential information
to its employees, agents and Affiliates and investors or prospective investors who have a need to know such information in order to effectuate
the transaction contemplated by the Transaction Documents and such employees, agents and Affiliates and investors or prospective investors
are informed of the confidential nature of such information and agree to maintain its confidentiality; and provided, further, that such
information is identified as confidential non-public information and except as required by law or regulation or legal or regulatory process.
Broker’s
Fees.
Other
than payments made by Payee to Blue Water Financial, LLC, each Party hereto represents and warrants to the other that it has made no
agreement to pay any finder’s, agent’s, broker’s or originator’s fee arising out of or in connection with the
subject matter of this Agreement. In the event either party has entered or enters into an agreement to pay any finder’s, agent’s,
broker’s, advisor’s or originator’s fee arising out of or in connection with the subject matter of this Agreement,
such party shall be solely responsible for all such fees. The parties hereto shall indemnify and hold each other harmless from and against
any such obligation or liability and any expense incurred in investigating or defending (including reasonable attorneys’ fees)
any claim based upon the other Party’s actions in connection with such obligation.
Relationship
of Parties; Activities of Payor and Others.
The
Parties intend that the transactions contemplated in the Transaction Documents constitute arms-length transactions among third parties.
Nothing contained in the Transaction Documents will establish any fiduciary, partnership, joint venture or similar relationship between
or among the Parties except to the extent otherwise expressly stated therein.
Nothing
in this Agreement shall prevent Payor or its Affiliates from rendering similar services to other persons, trusts, corporations or other
entities or limit or restrict Payor, its Affiliates, or any of their respective officers, directors, affiliates or employees from, as
permitted by law, buying, selling or trading in any securities for your own or their own accounts. The Payee acknowledges that Payor,
its Affiliates, or any of their respective officers, directors, Affiliates and employees, and their other clients may, as permitted by
law, at any time have, acquire, increase, decrease, or dispose of positions in investments that are at the same time being acquired for
or disposed of from Payor.
In
connection with any acquisition of Mortgage Servicing Rights by the Servicer from an Affiliate of the Servicer in which the related True
Excess Spread shall be sold to the TES Purchaser under the applicable TESPA and the related Reference Spread shall be subject to this
Agreement, the Payee shall provide its prior written consent, not to be unreasonably withheld, prior to such Reference Spread becoming
subject to this Agreement.
Survival
of Representations, Warranties and Indemnities.
Each
party hereto covenants and agrees that the representations, warranties and indemnifications contained in this Agreement, and in any document
delivered or to be delivered pursuant hereto, shall survive the Agreement Date and any termination of this Agreement.
Notices.
All
notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing
and shall be deemed to have been given if sent via electronic mail to the related email address set forth below with acknowledgment of
receipt requested by the sender and receipt acknowledged by the recipient, personally delivered or sent by registered or certified mail,
return receipt requested, postage prepaid or by prepaid overnight delivery service:
Greenway
Mortgage Funding Corporation
107
Tindall Rd, Ste 14
Middletown,
NJ 07748
HR@greenwaylending.com
With
a copy (which shall not constitute notice) to:
jpayor@greenwaylending.com
emoore@greenwaylending.com
GlassBridge
Enterprises Inc.
18
East 50th Street FL 7
New
York, NY 10022
Attention:
Daniel Strauss
Email:
dstrauss@glassbridge.com
With
a copy to:
Loeb&
Loeb LLP
Attention:
Lloyd Rothenberg
345
Park Avenue
New
York, NY 10154
Email:
lrothenberg@loeb.com
or
to such other address as Payee or Payor shall have specified in writing to the other.
Waivers.
Either
Payee or Payor may, by written notice to the other:
Extend
the time for the performance of any of the obligations or other transactions of the other; and
Waive
compliance with or performance of any of the terms, conditions, covenants or obligations required to be complied with or performed by
the other hereunder.
The
waiver by Payee or Payor of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent
breach.
Entire
Agreement; Amendment.
This
Agreement and the related Transaction Documents constitute the entire agreement between the parties with respect to the transactions
contemplated hereby and supersede all prior agreements with respect thereto. This Agreement may be amended only in a written instrument
signed by both Payor and Payee.
Binding
Effect.
This
Agreement shall inure to the benefit of and be binding upon the Parties and their successors and assigns. Nothing in this Agreement,
express or implied, is intended to confer on any Person other than the Parties and their successors and assigns, any rights, obligations,
remedies or liabilities.
Headings.
Headings
on the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
Applicable
Law.
This
Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict of laws rules
(other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern).
Waiver
of Trial by Jury.
EACH
PARTY HEREBY WAIVES TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF
NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING
OUT OF OR RELATING TO THIS AGREEMENT IN ANY ACTION OR PROCEEDING. EACH PARTY HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE
TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO REPRESENTS THAT IT
HAS REVIEWED THIS AGREEMENT AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
Incorporation
of Exhibits.
The
Exhibits attached hereto shall be incorporated herein and shall be understood to be a part hereof as though included in the body of this
Agreement.
Counterparts.
This
Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of
which, taken together, shall constitute one and the same agreement. Delivery of the signatures in Portable Document Format (PDF) or by
facsimile transmission shall be deemed valid and binding to the same extent as the original.
Severability
of Provisions.
If
any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
rights of the parties hereto. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provision with a valid provision, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provision.
Public
Announcement.
No
public release or statement concerning the subject matter of this Agreement shall be made by either party without the express written
consent and approval of the other party, except as required by law or stock exchange rule, and provided that on and after the Agreement
Date, either party may provide its shareholders and creditors with a general description of this Agreement and any related transactions,
and, subject to the provisions of Section 12.02, information obtained from the reports provided by Payor pursuant to Section
7.04.
Assignment.
Subject
to the provisions of Sections 7.06, 7.07, 7.09 and 7.10, Payor may not assign, transfer, sell or subcontract
all or any part of this Agreement or any interest herein without the prior written consent of the Payee; provided that any successor
to the Payor must assume the Payor’s obligations under this Agreement. The Payee shall have the right to further assign, transfer,
deliver, hypothecate, pledge, subdivide, sell participations in, or otherwise deal with its rights under this Agreement on whatever terms
Payee shall determine, including the right to assign all or any portion of the right to receive payment from the Payor of the Reference
Spread and to assign the related rights under this Agreement, subject to the following terms: (i) in the case of any transfer to an Affiliate
of the Payee without the consent of the Payor and (ii) in the case of a transfer to an unaffiliated third party, with the prior written
consent of the Payor, not to be unreasonably withheld.
Payor
shall maintain a register on which it enters the name and address of each holder of the Reference Spread and each holder’s interest
in the Reference Spread (the “Holder Register”) for each transaction described in Section 12.17(a). The entries
in the Holder Register shall be conclusive absent manifest error, and Payor shall treat each Person whose name is recorded in the Holder
Register as an owner of the Reference Spread for all purposes of this Agreement notwithstanding any notice to the contrary. The parties
intend that the Holder Register shall satisfy the requirements of Treasury Regulations Sections 1.871-14 and 5(f).103-1.
Termination.
If
all conditions to Payee’s or Payor’s obligations to close with respect to any MSR Package on the related Closing Date set
forth in Article VIII and Article IX, respectively, are not satisfied on the related Closing Date, Payee or Payor, as applicable
based on the condition or conditions not satisfied, may terminate this Agreement with respect to such MSR Package by written notice to
the other party, and neither party shall have any further obligations to the other party hereunder with respect to such MSR Package,
except as expressly set forth herein.
This
Agreement shall continue in full force and effect until each of the related Mortgage Servicing Rights applicable to the Reference Spread
being calculated under this Agreement are sold, terminate or otherwise liquidated or disposed of in full and all related payments to
the Payee under this Agreement have been made. Any termination under this Section 12.18 shall be without penalty or other additional
payment, except that the Payee shall pay all amounts contemplated herein and any additional expenses necessarily incurred by Payor in
terminating this Agreement (including liquidating the related Mortgage Servicing Rights applicable to the Reference Spread being calculated
under this Agreement) unless such termination is due to a Termination With Cause. Termination shall not affect accrued rights, including
without limitation any claim by one party against the other for any breach of this Agreement committed prior to the date of termination.
Payor
may terminate this Agreement if (i) there is any breach of the Payee’s representations, warranties or covenants in this Agreement,
the TESPA or related documents executed by the Payee; (ii) the Payee engages in illegal conduct or gross misconduct which Payor determines
could result in reputational harm to Payor or its Affiliates; (iii) the Payee is convicted of, or plead nolo contendere to, a felony
or serious misdemeanor; (iv) the Payee illegally or fraudulently obtain funds which it seeks to pay under this Agreement; or (v) the
Payee has violated the restrictions on assignment of this Agreement.
Payee
may terminate this Agreement if (i) there is any breach of the Payor’s representations, warranties or covenants in this Agreement,
the TESPA or related documents executed by the Payor; (ii) the Payor engages in illegal conduct or gross misconduct which Payee determines
could result in reputational harm to Payee or its Affiliates; (iii) the Payor is convicted of, or plead nolo contendere to, a felony
or serious misdemeanor; (iv) the Payor illegally or fraudulently obtain funds which it seeks to pay under this Agreement; or (v) the
Payor has violated the restrictions on assignment of this Agreement.
This
Agreement shall be terminable at the sole option of the Payee upon thirty (30) days prior written notice (and, in connection therewith,
Payee shall not be liable for costs or expense incurred by Payor in connection with the liquidation of all Mortgage Servicing Rights
applicable to the Reference Spread being calculated under this Agreement) to the extent there is a failure by the Payor to observe or
perform in any other respect any of the covenants on the part of the Payor set forth in this Agreement or the Servicer of any of its
representations, warranties, covenants or obligations under the related TESPA, or a material breach by the Payor of any representation
and warranty made by it in this Agreement or a material breach by the Servicer of any of its representations, warranties or covenants
under the TESPA, which in either case, if susceptible to being cured, continues unremedied for a period of thirty (30) days after the
date on which written notice of such failure or breach, requiring the same to be remedied, shall have been given to the Payor by the
Payee; provided that, for the avoidance of doubt, so long as the Servicer is required to continue servicing the Mortgage Loans, the Payee
shall be liable for all Cost of Servicing payments through the end of the liquidation of all Mortgage Servicing Rights applicable to
the Reference Spread being calculated under this Agreement, but not including any such costs that constitute Losses hereunder or under
the TESPA for which the Payor has an indemnification obligation to the Payee hereunder or for which the Servicer has an indemnification
obligation to the TES Purchaser under the TESPA.
[Reserved].
Any
termination of this Agreement will be without prejudice to the obligation of the Payee to fund its payment obligations under this Agreement,
to the extent such payment obligations explicitly survive termination pursuant to this Agreement.
Upon
termination of this Agreement, the Payor shall cause the Servicer to liquidate the related Mortgage Servicing Rights applicable to the
Reference Spread being calculated under this Agreement as if the Convenience Appointment had been elected at such time.
[Reserved].
In
the event that the Mortgage Servicing Rights applicable to the Reference Spread being calculated under this Agreement are to be sold
(either due to an election by the Payee, an election by the Payor due to a Funding Default, or to meet obligations under the Advance
Facility that were unfunded by Payee, or following a termination by the Payee), the Payor shall direct the Servicer use its commercially
reasonable efforts to sell such Mortgage Servicing Rights applicable to the Reference Spread being calculated under this Agreement (or
cause them to be sold). Payee acknowledges and agrees that (a) any such sale will be subject to market conditiosns at the time and the
Payee shall share in any gains or losses with respect thereto, (b) that there can be no assurance as to the timing of any such sale or
the price at which it may be effected and (c) other than a Termination With Cause, the Payee shall bear any reasonable and documented
expenses associated with a sale of any Mortgage Servicing Rights applicable to the Reference Spread being calculated under this Agreement.
To
the extent any proceeds received following a sale of such Mortgage Servicing Rights applicable to the Reference Spread being calculated
under this Agreement as described in Section 12.18(g), (j) or (k) are Distributable Reference Proceeds, the Payee
shall direct the Payor whether such Distributable Reference Proceeds should be distributed to Payee or the Payor should acquire additional
Reference Spread therefrom.
Third
Party Beneficiaries.
This
Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than Payee and Payor, except
as provided in Section 10.01 and in Section 10.02, provided that Payee and Payor reserve the right to modify any term of,
or terminate, this Agreement, without the consent of any Payee Indemnitee or Payor Indemnitee.
Credit
Files.
Except
as is required pursuant to the Servicing Agreement (including, without limitation, as may be reasonably necessary to enable Payor to
meet its servicing obligations thereunder), Applicable Law or any governmental or regulatory authority having jurisdiction over the Payor,
the parties hereby agree that at no time shall Payor provide to the Payee, its Affiliates, its funds and accounts under management and
its and their respective directors, managers, officers, employees, financing sources, agents, representatives and advisors access to,
or inspection rights with respect to, the Credit Files.
[Signatures
begin on the next page]
IN
WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its corporate name
by one of its duly authorized officers, all as of the date first above written.
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GLASSBRIDGE
ENTERPRISES, INC., as Payee |
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By: |
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Name: |
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Title: |
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GREENWAY
MORTGAGE HOLDING CORP., as Payor |
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By: |
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Name: |
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Title: |
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ACKNOWLEDGED
AND AGREED: |
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GREENWAY
MORTGAGE FUNDING CORP., as Servicer |
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By: |
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Name: |
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Title: |
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EXHIBIT
A
FORM
OF MSR PACKAGE CONFIRMATION
_____________,
20[___]
This
confirmation (this “Confirmation”) between Glassbridge Enterprises, Inc., a Delaware Corporation (together with its
successors and assigns, the “Payee”), and Greenway Mortgage Holding Corp., a Delaware corporation (together with its
successors and assigns, the “Payor”), and sets forth the agreement pursuant to which the Payee is making an Upfront
Payment for, and the Payor is promising to pay to the Payee, an amount equal to the related Reference Spread related to the Mortgage
Loans identified on Annex A attached hereto.
The
transaction contemplated by this Confirmation shall be governed by that certain Reference Spread Payment Agreement, dated as of September
29, 2023, between Payor and Payee (as amended herein and otherwise, the “Agreement”). By executing this Confirmation
(which shall be an MSR Package Confirmation under the Agreement), each of the Payor and Payee again makes, with respect to itself and
each Mortgage Loan as of the related Closing Date or such other date as indicated in the Agreement, as applicable, all of the covenants,
representations and warranties made by such party in the Agreement, except as may be amended by this MSR Package Confirmation. By executing
this MSR Package Confirmation, Payor hereby promises to pay to Payee the related Reference Spread for each of the Mortgage Loans set
forth in Annex A attached hereto and all proceeds thereof, and agrees that as of the related Closing Date, the applicable Mortgage
Loan shall be deemed to be a “Mortgage Loan” for all purposes of the Agreement.
All
exhibits hereto are incorporated herein in their entirety. In the event there exists and inconsistency between the Agreement and this
MSR Package Confirmation, the latter shall be controlling notwithstanding anything contained in the Agreement to the contrary. All capitalized
terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
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1. |
Promise
to Pay Reference Spread related to the Mortgage Loans. Upon the satisfaction of the conditions precedent set forth in the Agreement,
on the related Closing Date the Payor hereby promises to pay to Payee the Reference Spread related to such Mortgage Loans in accordance
with Section 3.03 of the Agreement. |
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2. |
Defined
Terms: |
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a. |
Agency: |
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b. |
Closing
Date: |
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c. |
Initial
Distribution Date: |
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d. |
Upfront
Payment: |
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e. |
Subservicer: |
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|
|
|
[f. |
Base
Servicing Fee Rate:] |
|
|
|
|
[g. |
Custodian:] |
|
|
|
|
h. |
Cut-off
Date: |
|
|
|
|
i. |
Purchase
Price Percentage: |
|
3. |
Description
of Mortgage Loans: All of the Mortgage Loans identified on Annex A attached hereto. |
|
|
|
|
4. |
Additional
Stipulations Regarding MSR Package: |
[Attach
Schedule if applicable]
All
of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by Payor on or prior
to the date hereof have been duly complied with and performed in all material respects. This Confirmation may be executed in counterparts,
each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one
and the same agreement. Delivery of the signatures in Portable Document Format (PDF) or by facsimile transmission shall be deemed valid
and binding to the same extent as the original.
GREENWAY
MORTGAGE HOLDING CORP., |
|
GLASSBRIDGE
ENTERPRISES, INC. |
as
Payor |
|
as
Payee |
|
|
|
By: |
|
|
By: |
|
Name: |
|
|
Name: |
|
Title: |
|
|
Title: |
|
ANNEX
A TO EXHIBIT A
[to
be attached]
Annex
B to Exhibit A
FUNDING
SCHEDULE
(as
of the Closing Date)
EXHIBIT
B
SCHEDULE
OF MORTGAGE LOANS
[SEPARATELY
DELIVERED; SUBJECT TO UPDATES AS PROVIDED IN THE AGREEMENT]
EXHIBIT
C
PAYOR’S
OFFICER’S CERTIFICATE
(To
be supplied on each Closing Date)
I,
_____________________________, a [___________] of Greenway Mortgage Holding Corp. (the “Company”), pursuant to Section
8.06 of the Reference Spread Payment Agreement by and between GLASSBRIDGE ENTERPRISES, INC. and the Company, dated as of [__], 2023
(the “Agreement”), hereby certify on behalf of the Company that:
(i)
each of the Company’s representations and warranties made in the Agreement is true and correct in all material respects as of the
date hereof; and
(ii)
all of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Company at
or prior to the date hereof have been duly complied with and performed in all material respects.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of as of the date and year first above written
|
GREENWAY
MORTGAGE HOLDING CORP. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
EXHIBIT
D
PAYEE’S
OFFICER’S CERTIFICATE
(To
be supplied on each Closing Date)
I,
______________, a ___________ of GLASSBRIDGE ENTERPRISES, INC. (the “Payee”), pursuant to Section 9.05 of the
Reference Spread Payment Agreement by and between the Payee and Greenway Mortgage Holding Corp., dated as of [__], 2023 (the “Agreement”),
hereby certify on behalf of the Payee that:
each
of the Payee’s representations and warranties made in the Agreement is true and correct in all material respects as of the date
hereof;
all
of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Payee at or prior
to the date hereof have been duly complied with and performed in all material respects; and
the
Agreement does not conflict with other material Payee agreements.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of the date and year first above written.
|
GLASSBRIDGE
ENTERPRISES, INC. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
EXHIBIT
E
FORM
OF MONTHLY REPORT
[TO
BE UPDATED]
|
● |
Cohort
Overview Including: |
|
○ |
UPB |
|
○ |
Loan
Count |
|
○ |
1
Month Gross CPR |
|
○ |
1
Month Net CPR (net of Recapture) |
|
○ |
Cohort
LTD CPR |
|
○ |
DLQ
60+ % |
|
○ |
WAC |
|
○ |
WALA |
|
○ |
WA
LTV |
|
○ |
WA
FICO |
|
○ |
Avg.
Loan Size |
|
○ |
Breakdown
of Investor (FNMA) |
|
○ |
MSR
Value and UPB Growth Over Time |
|
● |
Cohort
Valuation |
|
|
|
|
● |
MSR
Portfolio Performance |
|
○ |
Gross
1M CPR over Time |
|
○ |
Cohort
Delinquencies (60+) over Time |
|
○ |
CPR
by Tranche - WAC, Vintage |
|
○ |
CPR
by State |
|
● |
Recapture
Performance |
|
|
|
|
● |
MSR
Purchase History |
|
○ |
WAVG
10-yr Treasury at Bid Date |
|
○ |
Product
Type |
|
○ |
GSE |
|
○ |
Property
State |
|
○ |
Seller |
|
○ |
DLQ
Status |
|
○ |
UPB |
|
○ |
Coupon
for F30 Product |
|
○ |
Seasoning |
|
○ |
LTV |
|
○ |
FICO |
|
○ |
Escrow
Indicator |
|
● |
MSR
Cohort Historical Summary, by Month |
|
○ |
Deployed
Capital |
|
○ |
Cohort
UPB |
|
○ |
Gross
CPR |
|
○ |
Net
CPR |
|
○ |
60+
DLQ |
EXHIBIT
F
FORM
OF TESPA
FORM
TRUE
EXCESS SERVICING SPREAD ACQUISITION AGREEMENT
FOR FNMA MORTGAGE LOANS
by
and between
GREENWAY
MORTGAGE FUNDING CORP.
(Seller)
and
GLASSBRIDGE
ENTERPRISES INC.
(Purchaser)
Dated
and effective as of [__], 2023
TABLE
OF CONTENTS
|
|
|
|
Page |
ARTICLE
I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES |
|
1 |
|
|
|
|
|
|
Section
1.01 |
Definitions |
|
1 |
|
Section
1.02 |
General
Interpretive Principles. |
|
12 |
|
|
|
|
|
ARTICLE
II PROCEDURES; ITEMS TO BE DELIVERED |
|
13 |
|
|
|
|
|
|
Section
2.01 |
Sale
of True Excess Spread |
|
13 |
|
Section
2.02 |
Grant
of Security Interests. |
|
14 |
|
Section
2.03 |
Items
to be Delivered on the Agreement Date |
|
14 |
|
Section
2.04 |
Items
to be Delivered on each Closing Date |
|
14 |
|
|
|
|
|
ARTICLE
III PAYMENTS AND DISTRIBUTIONS |
|
16 |
|
|
|
|
|
|
Section
3.01 |
Purchase
Price. |
|
16 |
|
Section
3.02 |
Payments
by Purchaser; Adjustments. |
|
16 |
|
Section
3.03 |
Collection
of Monies; Accounts. |
|
16 |
|
Section
3.04 |
Distributions |
|
17 |
|
Section
3.05 |
Payment
to Seller of Base Servicing Fee and Accrued and Unpaid Base Servicing Fee |
|
18 |
|
Section
3.06 |
Intent
and Characterization. |
|
18 |
|
|
|
|
|
ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF SELLER |
|
19 |
|
|
|
|
|
|
Section
4.01 |
Due
Organization and Good Standing. |
|
19 |
|
Section
4.02 |
Authority
and Capacity. |
|
19 |
|
Section
4.03 |
Seller
Approvals |
|
19 |
|
Section
4.04 |
Title
to the Mortgage Servicing Rights |
|
19 |
|
Section
4.05 |
Effective
Agreements |
|
20 |
|
Section
4.06 |
Seller/Servicer
Standing |
|
20 |
|
Section
4.07 |
Solvency |
|
20 |
|
Section
4.08 |
No
Actions. |
|
20 |
|
Section
4.09 |
Obligations
with Respect to Servicing |
|
20 |
|
Section
4.10 |
Material
Documents |
|
21 |
|
Section
4.11 |
Applicable
Laws. |
|
21 |
|
Section
4.12 |
Related
Escrow Accounts. |
|
21 |
|
Section
4.13 |
Accuracy
of Servicing/Seller Information. |
|
21 |
|
Section
4.14 |
No
Purchaser Responsibility |
|
21 |
|
Section
4.15 |
No
Breach of Servicing Agreement; No Accrued Liabilities. |
|
21 |
|
|
|
|
|
ARTICLE
V REPRESENTATIONS AND WARRANTIES AS TO THE TRUE EXCESS SPREAD |
|
22 |
|
|
|
|
|
|
Section
5.01 |
Representations
Concerning the True Excess Spread |
|
22 |
|
|
|
|
|
ARTICLE
VI REPRESENTATIONS AND WARRANTIES OF PURCHASER |
|
23 |
|
|
|
|
|
|
Section
6.01 |
Due
Organization and Good Standing. |
|
23 |
|
Section
6.02 |
Authority
and Capacity. |
|
23 |
|
Section
6.03 |
Effective
Agreements |
|
23 |
|
Section
6.04 |
Sophisticated
Investor; Required Disclosure. |
|
24 |
|
Section
6.05 |
No
Actions. |
|
24 |
|
Section
6.06 |
Purchaser’s
Information |
|
24 |
|
Section
6.07 |
No
ERISA eligibility |
|
24 |
|
Section
6.08 |
Insolvency
Notice. |
|
24 |
|
Section
6.09 |
No
Equity Interest. |
|
25 |
|
Section
6.10 |
Restatement
of Representations and Warranties |
|
25 |
|
|
|
|
|
ARTICLE
VII SELLER COVENANTS |
|
25 |
|
|
|
|
|
|
Section
7.01 |
Cooperation;
Further Assurances |
|
25 |
|
Section
7.02 |
Financing
Statements. |
|
25 |
|
Section
7.03 |
Supplemental
Information. |
|
26 |
|
Section
7.04 |
Monthly
Reports. |
|
26 |
|
Section
7.05 |
Access
to Information. |
|
26 |
|
Section
7.06 |
Financial
Statements; Reports; Notices. |
|
27 |
|
Section
7.07 |
Servicing
Agreement. |
|
27 |
|
Section
7.08 |
Transfer
of Mortgage Servicing Rights. |
|
27 |
|
Section
7.09 |
Notification
of Certain Events. |
|
28 |
|
Section
7.10 |
Financial
Covenants |
|
28 |
|
Section
7.11 |
Subservicing |
|
28 |
|
Section
7.12 |
Data
File; Schedule of Mortgage Loans. |
|
28 |
|
Section
7.13 |
Refinancing
of Mortgage Loans. |
|
28 |
|
Section
7.14 |
Servicer
Appointment Right. |
|
29 |
|
Section
7.15 |
Servicing
Obligations |
|
30 |
|
Section
7.16 |
Management
Calls. |
|
30 |
|
Section
7.17 |
Timely
Payment of Agency Obligations |
|
30 |
|
Section
7.18 |
Consents. |
|
30 |
|
Section
7.19 |
Limitations
on Sale of Base Servicing Fee. |
|
31 |
|
Section
7.20 |
Existence,
Etc |
|
31 |
|
Section
7.21 |
No
Financing, Pledge or Lien. |
|
32 |
|
Section
7.22 |
Defense
of Title |
|
32 |
|
Section
7.23 |
Solvency |
|
32 |
|
Section
7.24 |
No
Default on Material Debts |
|
32 |
|
|
|
|
|
ARTICLE
VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER |
|
32 |
|
|
|
|
|
|
Section
8.01 |
Correctness
of Representations and Warranties. |
|
32 |
|
Section
8.02 |
Compliance
with Conditions |
|
32 |
|
Section
8.03 |
No
Material Adverse Change |
|
33 |
|
Section
8.04 |
Consents. |
|
33 |
|
Section
8.05 |
Delivery
of Transaction Documents. |
|
33 |
|
Section
8.06 |
Certificate
of Seller. |
|
33 |
|
Section
8.07 |
Opinions
of Counsel. |
|
33 |
|
Section
8.08 |
Good
Standing Certificate of Seller. |
|
33 |
|
Section
8.09 |
No
Actions or Proceedings. |
|
33 |
ARTICLE
IX CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER |
|
34 |
|
|
|
|
|
|
Section
9.01 |
Correctness
of Representations and Warranties. |
|
34 |
|
Section
9.02 |
Compliance
with Conditions |
|
34 |
|
Section
9.03 |
Corporate
Resolution. |
|
34 |
|
Section
9.04 |
No
Material Adverse Change |
|
34 |
|
Section
9.05 |
Certificate
of Purchaser |
|
34 |
|
Section
9.06 |
Good
Standing Certificate of Purchaser. |
|
34 |
|
|
|
|
|
ARTICLE
X INDEMNIFICATION; CURE |
|
35 |
|
|
|
|
|
|
Section
10.01 |
Indemnification
by Seller |
|
35 |
|
Section
10.02 |
Indemnification
by Purchaser. |
|
36 |
|
|
|
|
|
ARTICLE
XI MISCELLANEOUS |
|
37 |
|
|
|
|
|
|
Section
11.01 |
Costs
and Expenses |
|
37 |
|
Section
11.02 |
Confidentiality. |
|
37 |
|
Section
11.03 |
Broker’s
Fees. |
|
38 |
|
Section
11.04 |
Relationship
of Parties. |
|
38 |
|
Section
11.05 |
Survival
of Representations, Warranties and Indemnities. |
|
38 |
|
Section
11.06 |
Notices. |
|
38 |
|
Section
11.07 |
Waivers. |
|
39 |
|
Section
11.08 |
Entire
Agreement; Amendment. |
|
39 |
|
Section
11.09 |
Binding
Effect. |
|
39 |
|
Section
11.10 |
Headings. |
|
40 |
|
Section
11.11 |
Applicable
Law. |
|
40 |
|
Section
11.12 |
Security
Agreement. |
|
40 |
|
Section
11.13 |
Incorporation
of Exhibits. |
|
40 |
|
Section
11.14 |
Counterparts. |
|
40 |
|
Section
11.15 |
Severability
of Provisions. |
|
40 |
|
Section
11.16 |
Public
Announcement. |
|
41 |
|
Section
11.17 |
Assignment. |
|
41 |
|
Section
11.18 |
Termination |
|
41 |
|
Section
11.19 |
Third
Party Beneficiaries. |
|
42 |
|
Section
11.20 |
Credit
Files |
|
42 |
|
Section
11.21 |
Purchaser
Acknowledgment, Agency’s Reliance. |
|
42 |
|
Section
11.22 |
Tax
Reporting. |
|
42 |
|
Section
11.23 |
Waiver
of Trial by Jury |
|
42 |
EXHIBITS
Exhibit
A – Form of MSR Package Confirmation
Exhibit
B – Schedule of Mortgage Loans
Exhibit
C – Seller’s Officer’s Certificate
Exhibit
D – Purchaser’s Officer’s Certificate
Exhibit
E – Reserved
Exhibit
F – Form of Monthly Report
Exhibit
G – Seller Jurisdictions and Recording Offices
TRUE
EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS
This
TRUE EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect
from time to time, this “Agreement”), dated as of [__], 2023 (the “Agreement Date”), is by and between
GLASSBRIDGE ENTERPRISES INC., a Delaware corporation (together with its successors and assigns, the “Purchaser”),
and Greenway Mortgage Funding Corp., a New Jersey corporation (together with its successors and assigns, the “Seller”)
(the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).
W
I T N E S E T H:
WHEREAS,
Seller owns and will acquire from time to time Mortgage Servicing Rights (as defined herein) relating to portfolios of Mortgage Loans
(as defined herein) owned or securitized by the Agency (as defined herein);
WHEREAS,
as owner of such Mortgage Servicing Rights, Seller is entitled to a Servicing Spread (as defined herein), Ancillary Income (as defined
herein), advance reimbursements and other incidental fees with respect to the Mortgage Loans;
WHEREAS,
the Servicing Spread, together with the Ancillary Income, exceeds the compensation that Seller requires to service the Mortgage Loans;
WHEREAS,
Seller intends to, from time to time, sell to Purchaser the Seller’s rights in the True Excess Spread (as defined herein);
WHEREAS,
the Seller, the Purchaser and Agency have entered into the Agency Subordination of Interest Agreement (as defined herein) pursuant to
which the Agency has consented and may consent, from time to time, to the sale to Purchaser of True Excess Spread, and may enter into
an Agency Acknowledgment Agreement in connection with an Approved Leverage Facility; and
WHEREAS,
Purchaser and Seller desire to set forth the terms and conditions pursuant to which Seller will sell, transfer and assign to Purchaser,
all of Seller’s rights, title and interest in and to the True Excess Spread, and Purchaser will purchase all rights, title and
interest in and to the True Excess Spread;
NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto
agree
as follows:
ARTICLE
I
DEFINITIONS;
GENERAL INTERPRETIVE PRINCIPLES
Section
1.01 Definitions.
Whenever
used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
“Accepted
Servicing Practices” With respect to any Mortgage Loan, those accepted and prudent mortgage servicing practices (including
collection procedures) which are in accordance with Agency servicing practices and procedures as set forth in the Servicing Agreement
(or the Agency servicing practices and procedures (including the Guide), with respect to the related Mortgage Loan), and in a manner
at least equal in quality to the servicing that Seller provides to mortgage loans which it owns in its own portfolio.
“Advance
Facility” A financing secured by Advances approved by the Purchaser.
“Advances”
With respect to any Mortgage Loan, any advances required to be made by the Seller as servicer in accordance with the Servicing Agreement
and the Agency Requirements, including, without limitation, delinquency advances, tax and insurance advances and corporate advances.
“Affiliate”
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, a Person shall be deemed to “control” another Person if the controlling Person owns
fifty-one percent (51%) or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agency”
Fannie Mae, a government sponsored enterprise, and any successor thereto.
“Agency
Agreements” The Agency Subordination of Interest Agreement and, if applicable, the Agency Acknowledgment Agreement.
“Agency
Acknowledgment Agreement” Any acknowledgment agreement relating to the Mortgage Servicing Rights, in whole or in part, entered
into among the Seller, the Purchaser, the Agency and a lender in connection with an Approved Leverage Facility.
“Agency
Eligibility Requirements” With respect to the Seller, Seller is approved by the Agency as a seller/servicer in good standing.
“Agency
Requirements” The applicable rules, regulations, announcements, notices, directives and instructions of the Agency, including,
without limitation, the applicable requirements of the Guide and all exhibits, schedules, amendments and supplements thereto.
“Agency
Subordination of Interest Agreement” The Subordination of Interest Agreement, dated as of [__], 2023, by and among the Agency,
the Seller and the Purchaser, in form and substance reasonably acceptable to such Purchaser, pursuant to which, the Agency consents to,
among other things, the sale of the True Excess Spread to Purchaser pursuant to this Agreement.
“Agreement”
The meaning given to such term in the preamble hereof.
“Agreement
Date” The meaning given to such term in the preamble hereof.
“Ancillary
Income” All incidental income (such as late fees, assignment transfer fees, returned check fees, special services fees, forbearance
fees, amortization schedule fees, amount paid to the Seller, as servicer, in respect of the CARES Act, HAMP fees, modification, forbearance
and incentive income, float income, and any interest or earnings on funds deposited in an account maintained by the Seller as servicer
with respect to the Mortgage Loans in any MSR Package, etc.) that are supplemental to the Servicing Spread payable to the servicer pursuant
to the Servicing Agreement.
“Applicable
Law” With reference to any Person, all laws (including common law), statutes, regulations, ordinances, treaties, judgments,
decrees, injunctions, writs and orders of any court, governmental agency or authority and rules, regulations, orders, directives, licenses
and permits of any Governmental Authority applicable to such Person or its property or in respect of its operations.
“Applicable
Requirements” As of the time of reference and as applicable, (i) the terms of the Mortgage Loan Documents, with respect to
each Mortgage Loan, (ii) all federal, state and local laws, rules, regulations and ordinances applicable to the servicing of any Mortgage
Loan or Mortgage Servicing Right at the relevant time and (iii) the applicable Agency Requirements.
“Approved
Leverage Facility” means a financing of the Mortgage Servicing Rights and the True Excess Spread approved by the Agency and
the Purchaser in its sole discretion.
“Bank”
A financial institution mutually agreed upon by the Parties or any successor thereto, each in its capacity as “Bank” under
the Distribution Account Control Agreement or any third party custodian or trustee in a similar capacity under any replacement account
control agreements.
“Base
Servicing Fee” With respect to any Collection Period, an amount equal to the product of (A) the aggregate outstanding principal
balance of the related Mortgage Loans as of the related Measurement Date, (B) the Base Servicing Fee Rate and (C) (i) in the case of
the initial Collection Period, a fraction, the numerator of which is the number of days in the period from and including the Cut-off
Date to and including the last day of the initial Collection Period, and the denominator of which is three hundred sixty (360), and (ii)
in the case of all other Collection Periods, one- twelfth (1/12).
“Base
Servicing Fee Rate” With respect to each MSR Package, the fixed number of basis points set forth in the MSR Package Confirmation.
For the avoidance of doubt, the Base Servicing Fee and any accrued and unpaid Base Servicing Fee shall be retained by the Seller prior
to any deposit of monies into the Distribution Account, and the Base Servicing Fee Rate shall never be less than 0.125% or 12.5 basis
points (.00125).
“Business
Day” Any day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the States of Indiana, New Jersey
or New York are authorized or obligated by law or by executive order to be closed or (c) such other days as agreed upon by the Parties.
“CARES
Act” The Coronavirus Aid, Relief, and Economic Security Act of 2020.
“Change
of Control” Either (i) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan of such person and its subsidiaries, and any person
or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become the direct or indirect
owner of 51% of the then outstanding voting power of Seller’s voting equity interests or (ii) any transaction or event as a result
of which [______] ceases to own, directly or indirectly, more than 51% of the stock of the Seller.
“Closing
Date” With respect to each transfer and sale of the True Excess Spread relating to any MSR Package as contemplated hereunder,
the Business Day following the date on which all conditions precedent to the transfer and sale of such True Excess Spread required pursuant
to this Agreement have been satisfied or waived. The Closing Date with respect to the True Excess Spread relating to any given MSR Package
shall be set forth in the related MSR Package Confirmation.
“Code”
The Internal Revenue Code of 1986, as amended from time to time. “Collateral” The meaning given to such term in Section
2.02.
“Collection
Period” With respect to any Distribution Date (other than the initial Distribution Date) and the Mortgage Loans included in
any MSR Package, the calendar month preceding the month in which such Distribution Date occurs. With respect to the initial Collection
Period, the period from the Cut-off Date to end of the calendar month preceding the month in which such Distribution Date occurs.
“Convenience
Appointment Right” The meaning given to such term in Section 7.14(b).
“Credit
File” Those documents, which may be originals, copies or electronically imaged, pertaining to each Mortgage Loan, held by or
on behalf of Seller in connection with the servicing of the Mortgage Loan, which may include Mortgage Loan Documents and the credit documentation
relating to the origination of such Mortgage Loan.
“Custodian”
With respect to any Mortgage Loans, the custodian of the related Credit Files or any part thereof identified by the Seller to the Purchaser
in writing on or prior to the initial Closing Date and identified in the related MSR Package Confirmation, as the Credit File may be
amended and supplemented from time to time by the Seller by providing a written notice of any such update to the Purchaser.
“Cut-off
Date” With respect to any MSR Package, the date set forth in the related MSR Package Confirmation.
“Data
File” The data tape that Seller receives with respect to any Mortgage Loans in an MSR Package from the applicable Person which
the Seller acquires the related Mortgage Servicing Rights, redacted as necessary to remove any borrower identifying information, including
the following data items for each Mortgage Loan, in each case, to the extent provided by such Person:
|
(a) |
Loan
Number |
|
(b) |
Loan
Type |
|
(c) |
Net
Servicing Fee |
|
(d) |
Note
Rate |
|
(e) |
UPB
Current |
|
(f) |
UPB
Original |
|
(g) |
Property
value |
|
(h) |
Purpose |
|
(i) |
Lock
Date |
|
(j) |
First
Payment Date |
|
(k) |
Age |
|
(l) |
Property
Occupancy |
|
(m) |
Loan
to Value |
|
(n) |
CLTV |
|
(o) |
Loan
Escrow |
|
(p) |
Escrow
Adv |
|
(q) |
Escrow
Bal |
|
(r) |
T&I
Amount |
|
(s) |
P&I
Amount |
|
(t) |
Property
Type |
|
(u) |
Property
State Code |
|
(v) |
Fico
Current |
|
(w) |
Fico
Original |
|
(x) |
Loan
Maturity Date |
|
(y) |
Loan
Term |
|
(z) |
REFI_TYPE |
|
(aa) |
FIXED_OR_ARM |
|
(bb) |
PRODUCT_TYPE |
|
(cc) |
Remit
Type |
|
(dd) |
Payment
History |
|
(ee) |
Forbearance
Flag |
|
(ff) |
30
Day Dq |
|
(gg) |
60
Day Dq |
|
(hh) |
90
Day Dq |
|
(ii) |
120
Day Dq |
“Distribution
Account” The account specified in the Distribution Account Control Agreement and maintained by the Bank into which all True
Excess Spread in respect of the Mortgage Loans, MSR Repurchase Prices, EPD/EPO Amounts and all MSR Successor Proceeds shall be deposited.
“Distribution
Account Control Agreement” The deposit account control agreement, dated as of [__], 2023, by and among the Seller, the Purchaser
and the Bank, as bank, entered into with respect to the Distribution Account, or any replacement agreement thereto.
“Distribution
Date” The twentieth (20th) day of each month, or if such day is not a Business Day, the following Business Day,
which for any MSR Package shall begin in the month following the related Closing Date. The initial Distribution Date for each MSR Package
shall be set forth in the related MSR Package Confirmation.
“EPD/EPO
Amount” Any amounts received by Seller from the Loan Seller in connection with any early payment default or early pay-off pursuant
to the terms of the MSR Purchase Agreement.
“Fannie
Mae” The Federal National Mortgage Association or any successor thereto.
“Fannie
Mae Selling Guide” The Fannie Mae Single Family Selling Guide and any related announcements, directives and correspondence
issued by Fannie Mae.
“Fannie
Mae Servicing Guide” The Fannie Mae Single Family Servicing Guide and any related announcements, directives and correspondence
issued by Fannie Mae.
“Funding
Schedule” With respect to each MSR Package, the schedule attached as Annex B to the related MSR Package Confirmation.
“GAAP”
Generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant
segments of the accounting profession, that are applicable to the circumstances as of the date of determination.
“Governmental
Authority” With respect to any Person, any nation or government, any state or other political subdivision, agency or instrumentality
thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government
and any court or arbitrator having jurisdiction over such Person, any of its subsidiaries or any of its properties.
“Grant”
To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security
interest in and right of setoff against, deposit, set over or confirm.
“Guide”
Collectively, the Fannie Mae Servicing Guide and the Fannie Mae Selling Guide, each as amended, restated or supplemented from time to
time by the Agency.
“HAMP”
The U.S. Department of the Treasury’s Home Affordable Modification Program. “Holder Register” The meaning given
to such term in Section 11.17(b).
“Lien”
Any mortgage, deed of trust, pledge, hypothecation, collateral assignment, charge, deposit, arrangement, encumbrance, lien (statutory
or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any indebtedness or the performance of any other obligation, including any conditional sale or other title
retention agreement.
“Loan
Seller” means a seller of Mortgage Servicing Rights.
“Loss”
or “Losses” Any and all direct, actual and out-of-pocket losses (including any loss in the value in the True Excess Spread
(other than any loss in the value of the True Excess Spread with respect to any modification by the Seller of a Mortgage Loan pursuant
to the terms of such Mortgage Loan or the Servicing Agreement)), damages, deficiencies, claims, costs or expenses, including reasonable
attorneys’ fees and disbursements, excluding (i) any amounts attributable to or arising from overhead allocations, general or administrative
costs and expenses, or any cost for the time of any Party’s employees, (ii) consequential losses or damages consisting of speculative
lost profits, lost investment or business opportunity, damage to reputation or operating losses (it being understood that, for the avoidance
of doubt, the amount of the value of True Excess Spread lost due to the termination of the related Mortgage Servicing Rights by the Agency
for cause, shall not be considered consequential losses or damages for purposes of this definition), or (iii) punitive or treble damages;
provided, however, that the exclusions set forth in clauses (ii) or (iii) above do not apply if and to the extent any such amounts
are actually incurred in payment to a third party or government entity.
“Measurement
Date” With respect to any Collection Period, the first day of such Collection Period.
“MI”
Insurance provided by private mortgage insurance companies to make payments on certain Mortgage Loans in the event that the related Mortgagor
defaults in its obligation in respect of the Mortgage.
“Monthly
Report” The meaning given to such term in Section 7.04.
“Mortgage”
Each of those mortgages, deeds of trust, security deeds or deeds to secure debt creating a first lien on or an interest in real property
securing a Mortgage Note and related to a Mortgage Loan.
“Mortgage
Loan” Each of those residential mortgage loans owned, guaranteed or securitized by the Agency listed on the Schedule of Mortgage
Loans.
“Mortgage
Loan Documents” With respect to each Mortgage Loan, the documents and agreements related to such Mortgage Loan required to
be held by the applicable Custodian, including, without limitation, the original Mortgage Note, and any other documents or agreements
evidencing and/or governing such Mortgage Loan.
“Mortgage
Note” With respect to any Mortgage Loan, the note or other evidence of indebtedness of the Mortgagor, thereunder, including,
if applicable, an allonge and lost note affidavit.
“Mortgage
Servicing Rights” With respect to each MSR Package, the indivisible, conditional, non-delegable right and responsibility of
Seller to perform servicing with respect to the related Mortgage Loans pursuant to the Servicing Agreement, including any and all of
the following if and to the extent provided therein: (a) all rights and obligations to service a Mortgage Loan; (b) all rights to receive
servicing fees, Ancillary Income, reimbursements or indemnification for servicing the Mortgage Loans, and any payments received in respect
of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other payments with respect to
the Mortgage Loans (but not the funds actually collected with respect thereto, being the property of the Mortgagor, the expected payee
or the Agency) and to receive interest income on such amounts to the extent permitted by Agency Requirements and Applicable Law; (d)
all accounts, including any custodial accounts or escrow accounts, and other rights to payment related to any of the property described
in this paragraph; (e) possession and use of any and all Credit Files and Servicing Files or other information pertaining to the Mortgage
Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) to the extent applicable, all rights and
benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant
right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; and (g) all rights,
powers and privileges incident to any of the foregoing.
“Mortgagor”
An obligor under a Mortgage Loan.
“MSR
Package” The Mortgage Servicing Rights related to the True Excess Spread sold to the Purchaser pursuant to a MSR Package Confirmation
or Section 2.01.
“MSR
Package Confirmation” With respect to each MSR Package, that certain purchase confirmation substantially in the form of Exhibit
A hereto, executed by the Seller and the Purchaser in their sole discretion in connection with the sale of the True Excess Spread
related to the Mortgage Servicing Rights included in such MSR Package, setting forth the terms relating thereto, including the related
supplement to the Schedule of Mortgage Loans (or, in the case of the first MSR Package, the initial Schedule of Mortgage Loans), the
Purchase Price Percentage, the Purchase Price, the True Excess Spread Rate, the Base Servicing Fee Rate, the Closing Date, the Cut-off
Date, the Custodian, the initial Distribution Date, the prepayment and default assumptions (expressed as percentages of CPR and CDR)
and the other items set forth therein.
“MSR
Repurchase Price” As defined in Section 2.01(c).
“MSR
Purchase Agreement” With respect to any Mortgage Loans, any agreement to purchase mortgage servicing rights, entered into by
the Seller or its Affiliates and the related MSR Seller.
“MSR
Seller” with respect to any MSR Package, the seller party to the applicable MSR Purchase Agreement.
“MSR
Successor Proceeds” Any proceeds received by the Seller or the Purchaser in connection with the sale of the Mortgage Servicing
Rights and appointment of a successor servicer as servicer of the Mortgage Loans, including in connection with the exercise by the Purchaser
of the Servicer Appointment Right pursuant to Section 7.14. In the event that consideration for any such sale and appointment
relates to mortgage loans in addition to the Mortgage Loans, “MSR Successor Proceeds” shall be equal to the pro rata amount
of such consideration, based upon the proportionate market value of the Mortgage Servicing Rights of the affected Mortgage Loans in relation
to the market value of the mortgage servicing rights of all affected mortgage loans of Seller as to which MSR Successor Proceeds were
received (calculated in accordance with the method in which such MSR Successor Proceeds are calculated).
“Opinion
of Counsel” One or more written opinions, in form and substance reasonably satisfactory to the recipient, of an attorney at
law admitted to practice in any state of the United States or the District of Columbia.
“Party”
or “Parties” The meaning given to such term in the preamble hereof.
“Permitted
Liens” Liens in favor of, or ownership interest of, the Agency pursuant to the Guide and/or the Servicing Agreement.
“Person”
Any individual, partnership, corporation, limited liability company, limited liability partnership, business entity, joint stock company,
trust, business trust, unincorporated organization, association, enterprise, joint venture, government, any department or agency of any
government or any other entity of whatever nature.
“Purchase
Price” An amount equal to the product of (a) the Purchase Price Percentage and (b) the aggregate actual outstanding principal
balance of the Mortgage Loans as of the related Cut-off Date.
“Purchase
Price Percentage” With respect to each Mortgage Loan, as set forth in the related MSR Package Confirmation.
“Purchaser”
The meaning given to such term in the preamble hereof.
“Purchaser
Indemnitees” The meaning given to such term in Section 10.01(a).
“Purchaser
Third Party Claim” The meaning given to such term in Section 10.01.
“Recaptured
Mortgage Loan” The meaning given to such term in Section 2.01.
“Related
Escrow Accounts” Mortgage Loan escrow/impound accounts maintained by Seller relating to the Mortgage Servicing Rights, including
accounts for buydown funds, real estate taxes and MI, flood and hazard insurance premiums.
“Repurchase
Price” With respect to any Recaptured Mortgage Loan described in Section 2.01(b), an amount equal to the Purchase Price Percentage
multiplied by the unpaid principal balance of such Mortgage Loan, as of the related refinancing date or the date such mortgage loan is
recaptured by Seller, as applicable.
“Requirement
of Law” As to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Schedule
of Mortgage Loans” The list of mortgage loans whose True Excess Spread has been sold to Purchaser pursuant to this Agreement
(including any Recaptured Mortgage Loans whose True Excess Spread has been sold to Purchaser pursuant to this Agreement) as maintained
by Seller and updated from time to time as Exhibit B hereto.
“Securities
Act” U.S. Securities Act of 1933, as amended
“Seller”
The meaning given to such term in the preamble hereof.
“Seller
Financial Covenants” (i) Seller shall maintain a tangible net worth (as calculated in accordance with GAAP) of the greater
of (x) tangible net worth required by Agency Requirements and (y) $5,000,000 with respect to each financial quarter; and (ii) Seller
shall not have losses with respect to tangible net worth (as calculated in accordance with GAAP) in more than three consecutive financial
quarter.
“Seller
Indemnitees” The meaning given to such term in Section 10.02.
“Seller
Insolvency Event” Any of the following:
(i)
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such decree or order shall have remained
in force undischarged, undismissed or unstayed for a period of thirty (30) days; or
(ii)
the Seller shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially
all of its property; or
(iii)
the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend
payment of its obligations, or take any association or company action in furtherance of the foregoing.
“Seller
Material Adverse Change” (i) Any event that, individually or in the aggregate, has a material and adverse effect on (a) the
True Excess Spread being sold on the related Closing Date resulting from (x) the Seller’s breach of this Agreement or (y) any act,
error or omission of the Seller in the servicing of mortgage loans serviced by it or (b) the ability of the Seller as servicer to perform
its obligations under the Transaction Documents in accordance Applicable Requirements, (ii) any failure by Seller to comply with the
Agency Eligibility Requirements, or (iii) any material breach by the Seller of any of its representations and warranties set forth in
this Agreement; provided, that, in any case, the Seller shall be provided with a thirty (30) day cure period beginning upon the occurrence
of such Seller Material Adverse Change.
“Seller
Third Party Claim” The meaning given to such term in Section 10.02.
“Servicer”
Greenway Mortgage Funding Corp.
“Servicer
Appointment Right” The meaning given such term in Section 7.14(b).
“Servicing”
The responsibilities, with respect to servicing the Mortgage Loans, under the Servicing Agreement.
“Servicing
Agreement” The “Fannie Mae Lender Contract” as defined in Section 11.21 of this Agreement.
“Servicing
File” Those documents, which may be originals, copies or electronically imaged, pertaining to each Mortgage Loan created and/or
maintained by the Seller solely for purposes of Servicing that Mortgage Loan, including copies of the Mortgage, Mortgage Note, cooperative
mortgage loan-related document, or modification documents with respect thereto, but otherwise does not include documents in the Credit
Files.
“Servicing
Spread” With respect to any Mortgage Loan, the total fee for performance of the servicing function, calculated using the Servicing
Spread Rate and the outstanding principal balance of the Mortgage Loans, and derived from the Mortgage Servicing Rights, but for the
avoidance of doubt, excluding all Ancillary Income and reimbursements received for Advances and other out-of-pocket expenditures from
the Agency by the Seller in accordance with the Servicing Agreement.
“Servicing
Spread Collections” For each Collection Period, the funds collected on the Mortgage Loans and allocated as the Servicing Spread
payable to Seller as servicer of the Mortgage Loans with respect to such Collection Period pursuant to the Servicing Agreement, other
than Ancillary Income and, for the avoidance of doubt, other than reimbursements received for Advances and other out-of-pocket expenditures
from the Agency by Seller in accordance with the Servicing Agreement.
“Servicing
Spread Rate” With respect to any Mortgage Loan and an MSR Package, the specified number of basis points payable to the Seller
as servicer under the Servicing Agreement with respect to such Mortgage Loan.
“Solvent”
With respect to any Person as of any date of determination, (a) the value of the assets of such Person is greater than the total amount
of liabilities (including contingent and unliquidated liabilities) of such Person as determined in accordance with GAAP, (b) such Person
is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital.
In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount that,
in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability.
“Subservicer”
With respect to each MSR Package, Valon, or any other subservicer, approved pursuant to Section 7.11 hereof, as set forth in the
related MSR Package Confirmation.
“Subservicer
Acknowledgment” A subservicer acknowledgment related to such Subservicing Agreement executed by the Subservicer, the Seller
and the Purchaser.
“Subservicing
Agreement” A subservicing agreement between the Seller and the Subservicer.
“Termination
Fees” Any fees paid by the Agency to the Seller due to a termination by the Agency of Seller as servicer with respect to some
or all of the Mortgage Loans.
“Termination
With Cause” With respect to all or any part of the Mortgage Servicing Rights, a termination, in whole or in part, of the Servicing
Agreement for cause under the Applicable Requirements, including, without limitation, a termination resulting from Purchaser’s
exercise of the Servicer Appointment Right.
“Third
Party Assignee” The meaning given to such term in Section 11.17.
“Third
Party Assignment” The meaning given to such term in Section 11.17.
“Third
Party Spread Agreement” The meaning given to such term in Section 11.17.
“Transaction
Documents” This Agreement, the Agency Agreements and each MSR Package Confirmation.
“True
Excess Spread” The rights of Seller related to the Mortgage Loans, severable from each (and all) of the other rights under
the applicable Servicing Agreements, to the Servicing Spread minus the applicable Base Servicing Fees.
“True
Excess Spread Rate” With respect to each Mortgage Loan, as set forth in the related MSR Package Confirmation.
“UCC”
The Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.
“Valon”
Valon Mortgage, Inc.
“Valuation
Agent” Bluewater Technologies Group, Inc., or any other entity mutually agreed upon by the Parties.
Section
1.02 General Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a)
the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender;
(b)
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;
(c)
references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(d)
a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(e)
the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular provision;
(f)
reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be
amended or modified from time to time; and
(g)
the term “include” or “including” shall mean without limitation by reason of enumeration.
ARTICLE
II
PROCEDURES;
ITEMS TO BE DELIVERED
Section
2.01 Sale of True Excess Spread.
(a)
Subject to, and upon the terms and conditions of this Agreement, with respect to each MSR Package, on the related Closing Date, the Seller
will sell, transfer and assign to Purchaser, and Purchaser will acquire from Seller, all of Seller’s right, title and interest
in and to the True Excess Spread and all proceeds thereof with respect to the Mortgage Loans but not including any other rights under
the Servicing Agreement.
(b)
In the event a Mortgage Loan is refinanced by the Seller into a Fannie Mae security or loan program, Seller shall sell, transfer and
assign to the Purchaser, and Purchaser will acquire from Seller, as of the related refinancing date, all of Seller’s right, title
and interest in and to the True Excess Spread and all proceeds thereof with respect to such refinanced mortgage loan or, subject to the
express terms of the Agency Subordination of Interest Agreement, another substantially similar mortgage loan (each such Mortgage Loan,
a “Recaptured Mortgage Loan”), for no additional consideration. If Seller refinances a Mortgage Loan and does not
produce a Recaptured Mortgage Loan as a result, (i) Seller shall pay Purchaser the Repurchase Price allocable to such Mortgage Loan,
and (ii) Seller may sell, transfer and assign the related Mortgage Servicing Rights to such refinanced mortgage loan to any Person and
Seller shall be entitled to the proceeds of such sale.
(c)
In the event any Mortgage Servicing Right with respect to a Mortgage Loan is repurchased by the Seller or a prior owner thereof, the
Seller shall remit the applicable proceeds actually received from such seller or prior owner, as applicable, with respect to such Mortgage
Servicing Right net of (i) any deboarding fees and other amounts due to the applicable Subservicer, and (ii) the Seller’s reasonable
out-of-pocket costs and expenses associated with such repurchase (the “MSR Repurchase Price”) to the Distribution
Account for distribution on the next Distribution Date. The Servicer shall pursue commercially reasonable remedies against any prior
owner available for breach under any MSR Purchase Agreement, as directed by and at the cost of the Purchaser. The Servicer shall notify
the Purchaser of any breaches by the seller under any MSR Purchase Agreement of which it becomes aware.
Section
2.02 Grant of Security Interests.
In
order to secure Seller’s obligations to deliver the True Excess Spread for the related Mortgage Loans and perform its obligations
hereunder, and subject and subordinate in all respects to all rights, provisions and prerogatives of the Agency under the Servicing Agreements
and the Agency Agreements, Seller hereby Grants to Purchaser a valid and continuing first priority and perfected Lien on and security
interest in all of Seller’s right, title and interest in (i) the True Excess Spread and (ii) the Distribution Account, together
with all amounts deposited therein from time to time, all financial assets credited thereto from time to time and all securities entitlements
related thereto and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising (collectively,
the “Collateral”).
Section
2.03 Items to be Delivered on the Agreement Date.
On
the Agreement Date, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents
to which they are a party or for which they are otherwise responsible as set forth below:
(a)
This Agreement, and
(b)
All agreements, certificates, opinions and instruments required to be delivered pursuant to this Agreement on the Agreement Date.
Section
2.04 Items to be Delivered on each Closing Date.
(a)
On the initial Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver
or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible:
(i)
the related MSR Package Confirmation and Data File;
(ii)
the Agency Agreements, as applicable;
(iii)
an Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the
applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements;
(iv)
an Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the true sale of and perfection of the assignment of the
True Excess Spread to the Purchaser and the security interest granted hereunder;
(v)
the Distribution Account Control Agreement related to the security interest in the Distribution Account;
(vi)
the Subservicer Acknowledgment;
(vii)
the Subservicing Agreement;
(viii)
the MSR Purchase Agreement (if applicable);
(ix)
a certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the initial Closing Date to be delivered
by Seller;
(x)
a secretary’s certificate of Seller attaching its organizational documents, board resolutions and an incumbency certificate;
(xi)
a duly executed corporate certificate of Seller required by Section 8.06 dated as of the initial Closing Date;
(xii)
a duly executed corporate certificate of Purchaser required by Section 9.05 dated as of the initial Closing Date;
(xiii)
a certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the initial Closing Date to be
delivered by Purchaser;
(xiv)
a UCC-1 financing statement relating to the security interest of Purchaser in the True Excess Spread and the Distribution Account, in
form and substance reasonably acceptable to the Purchaser; and
(xv)
a secretary’s certificate of Purchaser attaching its organizational documents, board resolutions and incumbency certificates.
(b)
On each subsequent Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall
deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are
otherwise responsible:
(i)
the related MSR Package Confirmation and any other agreements, certificates or instruments as may reasonably be required on such Closing
Date;
(ii)
a duly executed corporate certificate of Seller required by Section 8.06 dated as of such Closing Date; and
(iii)
a duly executed corporate certificate of Purchaser required by Section 9.05 dated as of such Closing Date.
(c)
With respect to each MSR Package, on the related Closing Date, subject to the satisfaction of the terms and conditions
herein:
(i)
Purchaser shall remit to Seller the related Purchase Price as described in Section 3.01; and
(ii)
ownership of the related True Excess Spread with respect to the applicable Mortgage Loans shall be transferred to Purchaser.
ARTICLE
III
PAYMENTS
AND DISTRIBUTIONS
Section
3.01 Purchase Price.
With
respect to each MSR Package, in consideration for the purchase of the True Excess Spread for the related Mortgage Loans, and upon the
terms and conditions of this Agreement, including the related MSR Package Confirmation and the Funding Schedule attached as Annex
B thereto, Purchaser, or Purchaser’s designee on behalf of the Purchaser, shall pay to Seller, or to the Loan Seller with respect
to the applicable MSR Purchase Agreement, an amount equal to the related Purchase Price pursuant to the terms and payment schedule set
forth in the MSR Purchase Agreement. As additional consideration for the purchase of the True Excess Spread for the Mortgage Loans relating
to any MSR Package, the Seller agrees to sell and the Purchaser agrees to purchase the True Excess Spread for any related Mortgage Loan
that becomes a Recaptured Mortgage Loan.
The
Purchase Price shall be payable by the Purchaser (or the Purchaser’s designee) to the Seller (or to the Loan Seller pursuant to
the applicable MSR Purchase Agreement) on the related Closing Date, but shall not be duplicative of the Purchase Price already paid for
the True Excess Spread associated with the Recaptured Mortgage Loan.
Section
3.02 Payments by Purchaser; Adjustments.
(a)
Payments shall be made by Purchaser to Seller by wire transfer of immediately available funds to an account designated by Seller.
(b)
If, subsequent to the payment of the Purchase Price or the payment of any other amounts due hereunder to either party, the outstanding
principal balance of any related Mortgage Loan is found to be in error, or if for any reason the Purchase Price or such other amounts
is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile such Purchase Price
or other amount and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning
the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory
written verification of amounts due.
Section
3.03 Collection of Monies; Accounts.
The
Seller shall maintain the Distribution Account with the Bank for the purpose of receiving and disbursing all True Excess Spread, MSR
Repurchase Prices, EPD/EPO Amounts and MSR Successor Proceeds. Payment of all True Excess Spread, Termination Fees (if any) and allocable
MSR Repurchase Prices, if any, and MSR Successor Proceeds, if any (for distribution on the next Distribution Date), and any EPD/EPO Amounts
received on and after the Closing Date shall be deposited in the Distribution Account within two (2) Business Days of receipt and identification
thereof and in any event, within three (3) Business Days of receipt thereof. For the avoidance of doubt, the Seller shall retain for
itself the Base Servicing Fee and any accrued and unpaid Base Servicing Fee from the Servicing Spread Collections and shall not deposit
the Base Servicing Fee and any accrued and unpaid Base Servicing Fee into the Distribution Account.
The
Distribution Account will be established with the Bank for the sole purpose of receiving and disbursing all True Excess Spread with respect
to the Mortgage Loans, MSR Repurchase Price, EPD/EPO Amounts and MSR Successor Proceeds. The Distribution Account will be established
pursuant to the Distribution Account Control Agreement. So long as permitted under the Distribution Account Control Agreement, Seller
may direct the disposition of funds in the Distribution Account strictly in accordance with Section 3.04. Each of the Seller and
the Purchaser shall remit or cause to be remitted any MSR Successor Proceeds or MSR Repurchase Prices received by such party after the
related Cut-off Date, directly to the Distribution Account. The Seller agrees to take all actions reasonably necessary, including the
filing of appropriate financing statements, to protect the Purchaser’s interest in the Distribution Account.
Any
MSR Successor Proceeds from the Agency shall be determined as set forth in the Servicing Agreement and the Agency Agreements. Seller
shall request that the Agency remit any MSR Successor Proceeds to the Distribution Account, subject to the terms of the Agency Agreements.
If
any amounts are deposited into the Distribution Account in error, the Seller (or the Purchaser on the Seller’s behalf upon receiving
notice of such error) shall promptly remove such amounts from the Distribution Account and pay such amounts by wire transfer to such
account or accounts as the Seller may direct in writing.
Section
3.04 Distributions.
Notwithstanding
anything contained in this Agreement or in any other agreement to the contrary, the parties hereto acknowledge and agree that any accrued
and unpaid Base Servicing Fee and the Base Servicing Fee then due for the immediately preceding Collection Period shall be paid (or retained)
prior to the payment of any other amounts set forth in this Section. Seller shall direct the Bank to apply the monies in the Distribution
Account (other than any MSR Successor Proceeds therein and net of any fees and expenses payable to the Bank pursuant to the Distribution
Account Control Agreement) to the Purchaser, as directed by the Purchaser, to pay the True Excess Spread, Termination Fees (if any) and
MSR Repurchase Prices (if any) respectively, distributable with respect to the related Collection Period for the Mortgage Loans and any
unpaid amounts from prior Collection Periods.
If
MSR Successor Proceeds are received in connection with a transfer of the Mortgage Servicing Rights or a portion thereof, amounts in the
Distribution Account attributable to MSR Successor Proceeds shall be distributed, as applicable, to Seller and Purchaser as follows:
first, to the payment of any deboarding fees and other amounts due to the applicable Subservicer(s) (except in the case of a Termination
With Cause), second, to the reimbursement of any unpaid Advances, including to the repayment of any Advance Facility, third, to the Seller,
all accrued and unpaid Base Servicing Fees and, unless the transfer related to a Termination With Cause, Seller’s reasonable out-of-pocket
costs and expenses associated with such sale, and fourth, to Purchaser, all remaining MSR Successor Proceeds.
In
the event that any indemnity payments are then due and payable to a Seller Indemnitee attributable to the Purchaser pursuant to Section
10.02, prior to any distribution to the Purchaser pursuant to this Section 3.04, the Bank shall apply amounts then on deposit
in the Distribution Account to pay any indemnity payments due and owing to the Seller prior to any distributions to the Purchaser pursuant
to this Section 3.04.
All
payments to the Purchaser or the Seller shall be made by wire transfer of immediately available federal funds to an account designated
by the Purchaser or the Seller, as applicable.
Section
3.05 Payment to Seller of Base Servicing Fee and Accrued and Unpaid Base Servicing Fee.
Seller
shall be entitled to retain the Base Servicing Fee and any accrued and unpaid Base Servicing Fee only to the extent funds are available
therefor from the Servicing Spread Collections in accordance with Section 3.04. Under no circumstances shall Purchaser be liable
to Seller for payment of the Base Servicing Fee. Seller shall at all times retain for its benefit the Base Servicing Fee, and shall not
pay, set-over, pledge or encumber for the benefit of any third party, the Base Servicing Fee. The Seller shall be responsible for the
costs and expenses relating to the Agency curtailments relating to the Seller conduct following the Closing Date and shall pay such costs
and expenses (including any payments to the Subservicer) out of its Base Servicing Fee or otherwise from the Seller’s own funds,
to the extent such curtailment was caused by the Seller’s failure to perform in accordance with the Servicing Contract. In no event
shall the True Excess Spread be reduced by any amount due to the Subservicer.
Section
3.06 Intent and Characterization.
(a)
Seller and Purchaser intend that the sale of the True Excess Spread pursuant to this Agreement and the related MSR Package Confirmation
constitutes a valid true sale of the applicable portion of the True Excess Spread from Seller to Purchaser, conveying all rights and
interests free and clear of any Lien other than Permitted Liens, subject and subordinate in all respects to the right, title and interest
of the Agency, as set forth in the Agency Agreements.
(b)
In the event (but only in the event) that the conveyance of the True Excess Spread is characterized by a court or Governmental Authority
as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser,
a valid and continuing first priority security interest in all of its right, title and interest in, to and under the True Excess Spread
and all proceeds and products thereof as security for a loan in an amount equal to the applicable Purchase Price.
(c)
With respect to each MSR Package, the Seller and the Purchaser intend and agree to treat and report the sale of the True Excess Spread
as a sale under Section 1001 of the Code by the Seller and purchase by the Purchaser of a “stripped coupon” within the meaning
of Section 1286(d)(3) of the Code and in accordance with Revenue Ruling 91-46, on which yield will accrue based on the assumption that
the Mortgage Loans will be prepaid at constant prepayment rate (CPR) annually set forth in the related MSR Package Confirmation and the
assumption that the Mortgage Loans will default at a constant default rate (CDR) annually set forth in the related MSR Package Confirmation.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF SELLER
As
an inducement to Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as of the Agreement Date and each
Closing Date (or as of the date specified below, as applicable):
Section
4.01 Due Organization and Good Standing.
Seller
is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Seller is qualified
to transact business in each jurisdiction in which such qualification is deemed necessary to service the Mortgage Loans. Seller has,
in full force and effect (without notice of possible suspension, revocation or impairment), all required permits, approvals, licenses,
and registrations to conduct all activities in all states in which its activities with respect to the Mortgage Loans or the Mortgage
Servicing Rights require it to be licensed, registered or approved in order to service the Mortgage Loans and own the Mortgage Servicing
Rights, unless the failure to obtain such permits, approvals, licenses and registrations would not reasonably be expected to have a material
adverse effect on Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents to which
it is a party.
Section
4.02 Authority and Capacity.
Seller
has all requisite corporate power, authority and capacity, subject to the approvals required pursuant to Section 4.03, to enter
into this Agreement and each other Transaction Document to which it is a party and to perform the obligations required of it hereunder
and thereunder. The execution and delivery of this Agreement and each other Transaction Document to which Seller is a party and the consummation
of the transactions contemplated hereby and thereby have each been duly and validly authorized by all necessary corporate action. This
Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Seller. This Agreement constitutes,
and each other applicable Transaction Document to which Seller is a party constitutes or will constitute, a valid and legally binding
agreement of Seller enforceable in accordance with its terms, and no offset, counterclaim or defense exists to the full performance by
Seller of this Agreement or such other Transaction Document, except as the same may be limited by bankruptcy, insolvency, reorganization
and similar laws affecting the enforcement of creditors’ rights generally and by general equity principles.
Section
4.03 Seller Approvals.
On
or prior to the related Closing Date, Seller will have obtained all necessary approvals and consents, including the consent of the Agency,
to the sale of the applicable True Excess Spread.
Section
4.04 Title to the Mortgage Servicing Rights.
As
of each Closing Date, Seller (i) is the lawful holder of the related Mortgage Servicing Rights, (ii) has the sole right and authority
to transfer the True Excess Spread as contemplated hereby, (iii) is responsible for the maintenance of the Related Escrow Accounts and
(iv) owns the related Mortgage Servicing Rights free and clear of any and all liens, charges, encumbrances, security interests and other
similar items, in each case, subject and subordinate only to (x) the Agency’s rights pursuant to the Servicing Agreements and the
Agency Agreements and (y) any security interest granted pursuant to any Approved Leverage Facility.
Section
4.05 Effective Agreements.
The
execution, delivery and performance of this Agreement and each other Transaction Document that has been executed by Seller, compliance
with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby did not, and will not, violate,
conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate
of incorporation or bylaws, any instrument or agreement to which it is a party or by which it is bound or which affects the True Excess
Spread, or any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable
to it or to the True Excess Spread, including Applicable Requirements.
Section
4.06 Seller/Servicer Standing.
The
Seller is qualified to act as a servicer under, and meets all eligibility criteria required by, the Agency Requirements. Seller and each
Subservicer is approved by the Agency as a seller/servicer in good standing. No event has occurred, including but not limited to a change
in insurance coverage, which would make Seller or the related Subservicer unable to comply with Agency Eligibility Requirements applicable
to it or which would require notification to the Agency. Furthermore, if at any time prior to the termination of this Agreement, the
Seller is unable to comply with any of the Agency Eligibility Requirements, it shall immediately notify the Purchaser that it is no longer
an approved seller/servicer of mortgage loans for the Agency. The Seller satisfies the minimum liquidity and capital requirements imposed
by the Agency.
Section
4.07 Solvency.
Seller
is Solvent and the sale of the True Excess Spread will not cause a Seller Insolvency Event. The sale of the True Excess Spread is not
undertaken to hinder, delay or defraud any of the creditors of Seller. The consideration received by Seller upon the sale of the True
Excess Spread constitutes fair consideration and reasonably equivalent value therefor.
Section
4.08 No Actions.
Seller
does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
There have not been commenced or, to the best of Seller’s knowledge, threatened, any action, suit or proceeding which will likely
materially and adversely affect the consummation of the transactions contemplated by any Transaction Document.
Seller
has no actual notice or reason to believe any such notice is pending or threatened, including any notice received from the Agency, other
than in the normal course of Seller’s business, that circumstances exist that would result in Seller Material Adverse Change.
Section
4.09 Obligations with Respect to Servicing.
The
Seller shall remain liable for all obligations to the Agency relating to acts and omissions with respect to servicing of each
Mortgage Loan. All of the representations made by a Subservicer and the Seller pursuant to such Subservicing Agreement shall be true
and correct in all respects.
Section
4.10 Material Documents.
The
Seller has provided the Purchaser with executed copies of all requested material agreements and documents, and any amendments thereto,
relating to Seller’s acquisition of the Mortgage Servicing Rights and the servicing of the Mortgage Loans.
Section
4.11 Applicable Laws.
Each
Mortgage Loan complies in all material respects with requirements of the Agency and Applicable Law that pertain to the servicing of the
Mortgage Loans.
Section
4.12 Related Escrow Accounts.
All
Related Escrow Accounts will be and have been maintained in accordance with Applicable Law and in accordance with the Servicing Agreement,
and the terms of the related Mortgage Loans and other Mortgage Loan Documents and, except as to payments which are past due under Mortgage
Notes, all balances required by the Mortgage Loans or other Mortgage Loan Documents that have been paid or are to be paid to the Seller
for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account.
Section
4.13 Accuracy of Servicing/Seller Information.
The
information in the related Data File is true and correct in all material respects as of the date specified therein; provided that, if
there is no date specified in the Data File, the information in such Data File is true and correct in all material respects as of each
Closing Date. All information which the Seller has provided (or will provide in the future) to Purchaser, including information relating
to the Seller’s identity, domicile and financial position is (or, if provided in the future, will be) accurate, complete and not
misleading in any material respect.
Section
4.14 No Purchaser Responsibility.
The
Purchaser shall have no responsibility, liability or other obligation whatsoever under the Servicing Agreement or with respect to any
Mortgage Loan, or to make any advance thereunder, to pay any servicing fees thereunder or for repurchase or origination claims thereunder.
Section
4.15 No Breach of Servicing Agreement; No Accrued Liabilities.
As
of the Agreement Date and each Closing Date, and subject to the performance of the Purchaser under this Agreement, Seller is and will
be in full compliance with the Servicing Agreement and the Agency Requirements in all material respects. As of the Closing Date, there
are no accrued liabilities of Seller with respect to the Mortgage Loans or the Mortgage Servicing Rights or circumstances under which
any accrued liabilities would arise against Purchaser as purchaser of the True Excess Spread with respect to occurrences prior to the
Closing Date.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES AS TO
THE TRUE EXCESS SPREAD
As
further inducement to Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser, as of each Closing
Date:
Section
5.01 Representations Concerning the True Excess Spread.
(a)
Seller has not assigned, pledged, conveyed, or encumbered the True Excess Spread, the Mortgage Servicing Rights or the Collateral to
any other Person (other than Permitted Liens) and immediately prior to the sale of the True Excess Spread on the related Closing Date
and the grant of a security interest in the Collateral, Seller was the sole owner of the True Excess Spread, the Mortgage Servicing Rights
and the Collateral and had good and marketable title thereto (subject and subordinate in all respects to the rights of the Agency pursuant
to Section 11.21 of this Agreement), free and clear of all Liens (other than Permitted Liens), and no Person, other than Purchaser,
has any Lien (other than Permitted Liens) on the True Excess Spread.
(b)
The sale and grant of a security interest by the Seller to the Purchaser of and on the Collateral does not and will not violate any
Requirement of Law, the effect of which violation is to render void or voidable such assignment.
(c)
As contemplated under Section 3.06(b), upon the filing of a financing statement on Form UCC-1 naming the Purchaser as “Secured
Party” and the Seller as “Debtor” in the recording offices listed on Exhibit G attached hereto and upon the
execution and delivery by all parties thereto to enable Purchaser to perfect its security interest in such account by “control,”
the sale and security interests granted hereunder in the Collateral will constitute a perfected first priority security interest under
the UCC in all right, title and interest of the Seller in, to and under the Collateral. The Parties agree that any financing statement
shall include the following language:
The
security interest described in this financing statement is subordinate to all rights of Fannie Mae under (i) Agency Subordination of
Interest Agreement [(ii) the Agency Acknowledgment Agreement] and (ii[i]) the Mortgage Selling and Servicing Contract, the Fannie Mae
Selling Guide, the Fannie Mae Servicing Guide and all supplemental servicing instructions or directives provided by Fannie Mae, all applicable
master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements
between Fannie Mae and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Fannie Mae
Lender Contract”), which rights include the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause
and the right to sell, or have transferred, the Mortgage Servicing Rights.
(d)
The Purchaser has and will continue to have the full right, power and authority to pledge the Collateral, which may be further assigned
without any requirement, in each case, subject only to the Agency’s rights.
ARTICLE
VI
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
As
an inducement to Seller to enter into this Agreement, Purchaser represents and warrants to Seller as of the Agreement Date and each Closing
Date (or as of the date specified below, as applicable):
Section
6.01 Due Organization and Good Standing.
Purchaser
is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is
qualified to transact business in each jurisdiction in which such qualification is deemed necessary.
Section
6.02 Authority and Capacity.
Purchaser
has all requisite limited partnership power, authority and capacity to enter into this Agreement and each other Transaction Document
to which it is a party and to perform the obligations required of it hereunder and thereunder. The execution and delivery of this Agreement
and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have
each been duly and validly authorized by all necessary limited partnership action. This Agreement constitutes, and each other applicable
Transaction Document to which Purchaser is a party constitutes or will constitute, a valid and legally binding agreement of Purchaser
enforceable in accordance with its terms, and no offset, counterclaim or defense exists to the full performance by Purchaser of this
Agreement or such other Transaction Document, except as the same may be limited by bankruptcy, insolvency, reorganization and similar
laws affecting the enforcement of creditors’ rights generally and by general equity principles.
Section
6.03 Effective Agreements.
The
execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by Purchaser, its compliance
with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not violate, conflict
with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of
limited partnership or limited partnership agreement or any instrument or agreement to which it is a party or by which it is bound, or
any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it,
in each case which violation, conflict, breach or requirement would reasonably be expected to have a material adverse effect on Purchaser’s
ability to perform its obligations under this Agreement and any other Transaction Document to which it is a party.
Section
6.04 Sophisticated Investor; Required Disclosure.
Purchaser
is a sophisticated investor and its decision to acquire the True Excess Spread is based upon Purchaser’s own independent experience,
knowledge, due diligence and evaluation of this transaction. Purchaser has relied solely on such experience, knowledge, due diligence
and evaluation and has not relied on any oral or written information provided by Seller other than the representations and warranties
made by Seller herein. Purchaser has received the Agency Subordination of Interest Agreement and reviewed the same with its legal counsel,
such that Purchaser is aware of the risks associated with a termination of Seller as an Agency approved servicer, with a termination
of the Servicing Agreement in whole or in part, and with a termination of the Agency Agreements whereby the Purchaser’s rights
to the True Excess Spread may be extinguished. Purchaser has made (and covenants to make in the future) adequate disclosures to all prospective
participants and Third Party Assignees (as hereinafter defined) of the risks of the transactions contemplated by this Agreement and of
the terms of the Agency Agreements. The Purchaser is not relying on Seller or any of its Affiliates with respect to any tax, legal or
accounting advice in connection with the Purchaser’s decision to enter into this Agreement and no advice provided by Seller or
its Affiliates has formed a basis for the decision to enter into this Agreement.1
Section
6.05 No Actions.
There
shall not have been commenced or, to the best of Purchaser’s knowledge, threatened any action, suit or proceeding against the Purchaser
that will likely materially and adversely affect the consummation of the transactions contemplated hereby.
Section
6.06 Purchaser’s Information.
All
information which the Purchaser has provided (or will provide in the future) to Seller, including information relating to the Purchaser’s
identity, domicile and financial position is (or, if provided in the future, will be) accurate, complete and not misleading in any material
respect.
Section
6.07 No ERISA eligibility.
Any
funds contributed by the Purchaser under this Agreement will not include or be deemed to include “plan assets” within the
meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Section
6.08 Insolvency Notice.
The
Purchaser agrees that it will provide prompt notice to Seller in the event that: the Purchaser makes an assignment for the benefit of
creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction.
1
NTD: SOIA to be provided to Dentons for review.
Section
6.09 No Equity Interest.
The
Purchaser acknowledges and agrees that this Agreement does not grant the Purchaser an equity interest in Seller or any of its Affiliates.
Section
6.10 Restatement of Representations and Warranties.
The
Purchaser shall promptly notify Seller (i) of any material changes regarding the information about the Purchaser in this Agreement
or (ii) if any of the Purchaser’s representations or warranties in this Agreement is no longer true or accurate in all
material respects. The Purchaser will be deemed to have reaffirmed, as of each Closing Date, each and every representation made, and
all information provided, by the Purchaser pursuant to this Agreement.
ARTICLE
VII
SELLER
COVENANTS
Seller
covenants and agrees as follows:
Section
7.01 Cooperation; Further Assurances.
Seller
shall cooperate with and assist Purchaser, as reasonably requested, in carrying out the purposes of this Agreement. If Purchaser assigns
all or any portion of the Collateral or its other rights under this Agreement to a Third Party Assignee, in accordance with [the Agency
Subordination of Interest Agreement], Seller will cooperate and assist any Third Party Assignee in drafting and entering into a Third
Party Spread Agreement in accordance with Section 11.17.
Section
7.02 Financing Statements.
The
Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in
the jurisdictions and recording offices listed on Exhibit G attached hereto which the Purchaser has determined, in its reasonable discretion,
is necessary or advisable to perfect the sale and the security interests granted in the True Excess Spread to the Purchaser in connection
herewith. The Seller and the Purchaser agree that the following language shall be inserted in any and all financing statements to be
filed in connection with this Agreement:
The
security interest described in this financing statement is subordinate to all rights of Fannie Mae under (i) the terms and conditions
of that certain Subordination of Interest Agreement with respect to the sale of the True Excess Spread, by and among Fannie Mae, Greenway
Mortgage Funding Corp. (the “Debtor”) and Glassbridge Enterprises Inc., as secured party (the “Secured Party”)
and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and all supplemental
servicing instructions or directives provided by Fannie Mae, all applicable master agreements, recourse agreements, repurchase agreements,
indemnification agreements, loss-sharing agreements, and any other agreements between Fannie Mae and the Debtor, and all as amended,
restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which rights include the right
of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause and the right to sell, or have transferred, the Mortgage
Servicing Rights.
Section
7.03 Supplemental Information.
To
the extent not prohibited by the Servicing Agreement, from time to time after the initial Closing Date, Seller promptly shall furnish
Purchaser with such incidental information, which is reasonably available to Seller without any expense, supplemental to the information
contained in the documents and schedules delivered pursuant to this Agreement, as may reasonably be requested to monitor performance
of the related Mortgage Loans and the payment of the True Excess Spread.
Section
7.04 Monthly Reports.
Seller
shall deliver to the Purchaser no later than the 20th day of each month a report (each, a “Monthly Report”)
with respect to the Mortgage Loans and the True Excess Spread in Microsoft Excel format and substantially in the form attached as Exhibit
F hereto, or in such other form as shall be mutually agreed upon by the Seller and the Purchaser.
Within
twenty (20) days after the end of each month or as soon thereafter as reasonably practicable, Seller shall deliver a report listing the
valuations of each True Excess Spread related to the Mortgage Servicing Rights as determined by a Valuation Agent.
If
any Recaptured Mortgage Loan was added to replace a refinanced Mortgage Loan during the previous calendar month, the Monthly Report shall
identify each Recaptured Mortgage Loan and identify the rate at which True Excess Spread accrued on the refinanced Mortgage Loan immediately
prior to the refinancing, the then-current rate at which True Excess Spread accrues on the new Recaptured Mortgage Loan, the amount by
which the Base Servicing Fee increased, if any, with respect to such Recaptured Mortgage Loan, and the refinancing date for such Recaptured
Mortgage Loan.
Section
7.05 Access to Information.
After
the initial Closing Date, no more than twice annually (unless an event of default has occurred and is continuing) after the Agreement
Date, at such times as are reasonably convenient to Seller, upon two (2) Business Days’ prior written notice, Purchaser or its
designees may, in accordance with Applicable Law, conduct audits or visit and inspect (a) any of the related Servicing Files or places
where such Servicing Files are located, to examine such Servicing Files, internal controls and procedures maintained by Seller and its
agents, and take copies and extracts therefrom, and to discuss Seller’s affairs with its officers, employees and, upon notice to
Seller, independent accountants and (b) the Seller’s servicing facilities for the purpose of satisfying the Purchaser that Seller,
has the ability to service the Mortgage Loans related to each MSR Package in accordance with the standards set forth in the Servicing
Agreement. Seller hereby authorizes its officers, employees and independent accountants to discuss with Purchaser the affairs of Seller
specified in clauses (a) and (b) above. Any audit provided for herein will be conducted in accordance with Seller’s rules
respecting safety and security on its premises, in accordance with applicable privacy and confidentiality laws and without materially
disrupting operations.
Section
7.06 Financial Statements; Reports; Notices.
(a)
The Seller shall deliver to the Purchaser copies of the (i) Seller’s unaudited quarterly financial statements within forty-five
(45) days following the end of each of the Seller’s fiscal quarters, (ii) unaudited annual financial statements within ninety (90)
days of the end of each of the Seller’s fiscal years and (iii) audited financial statements the earlier of (A) the date such financial
statements are made available to Seller or (B) the date that is one hundred fifty (150) days after the end of each of the Seller’s
fiscal years.
(b)
Seller shall promptly deliver to the Purchaser a copy of any of the following documents to the extent permitted by Applicable Law and
the confidentiality provisions of the Servicing Agreement: (i) each of the following documents delivered by the Seller to the Agency
pursuant to the Servicing Agreement: (a) all quarterly issue reports available by the Agency, (b) each independent public accountant’s
annual audited financial report with respect to the Seller, (c) each report of compliance with respect to the Seller, and (d) each notice
of event of default with respect to the Seller under the Servicing Agreement; (ii) any “notice of extinguishment” or “notice
of default” delivered by the Agency to the Seller pursuant to the Servicing Agreement; and (iii) notice of any “supervisory
agreement” between the Agency and the Seller and a copy of such agreement.
Section
7.07 Servicing Agreement.
Seller
will service and shall cause the Subservicer to service the Mortgage Loans in accordance with Applicable Requirements and Accepted
Servicing Practices and will perform its obligations in all material respects in accordance with the Servicing Agreement and
Applicable Law. Without the express written consent of Purchaser (provided that Purchaser’s consent shall be conclusively
presumed in all events where the Agency cancels, terminates or amends any Mortgage Servicing Rights, Servicing Agreements, or any
other arrangements between Seller and Agency if the action is taken at the Agency’s direction or initiative), Seller shall not
(a) cancel, terminate or amend any Mortgage Servicing Rights that would impair in any material respect the value of the interests or
rights of the Purchaser hereunder, (b) expressly provide any required consent to any termination, amendment or modification of the
Servicing Agreement that would impair in any material respect the value of the interests or rights of the Purchaser hereunder or
enter into any other agreement or arrangement with the Agency, in each case, with respect to the Mortgage Servicing Rights and the
Mortgage Loans, that would impair in any material respect the value of the interests or rights of the Purchaser hereunder, (c) waive
any material default under or breach of the Servicing Agreement by the Agency with respect to the Mortgage Servicing Rights and the
Mortgage Loans that that would impair in any material respect the value of the interests or rights of the Purchaser hereunder or (d)
take any other action in connection with the Servicing Agreement that would impair in any material respect the value of the
interests or rights of the Purchaser hereunder. The parties hereto acknowledge and agree that Agency shall be an express third party
beneficiary of this provision.
Section
7.08 Transfer of Mortgage Servicing Rights.
Seller
shall obtain the written consent of Purchaser prior to any assignment, transfer or sale of any of the Mortgage Servicing Rights.
Notwithstanding the foregoing, if the Agency directs the Seller to assign, transfer or sell the Mortgage Servicing Rights to a
replacement servicer (or consents to any such assignment, transfer or sale undertaken at the Agency’s direction or
initiative), then Purchaser shall be conclusively deemed to have consented to the same without condition and without the need for
further action. The Parties hereto acknowledge and agree that Agency shall be an express third party beneficiary of this
provision.
Section
7.09 Notification of Certain Events.
The
Seller shall, promptly notify the Purchaser of (w) any Seller Insolvency Event, (x) any failure to satisfy any Agency Requirements or
(y) any event, which with the passage of time, could reasonably be expected to result in a Seller Material Adverse Change or termination
of any servicing agreement between the Seller and the Agency. Seller shall provide Purchaser with copies of any notices from the Agency
of any breach, potential breach, default or potential default by Seller under the Servicing Agreement, and with copies of any notices
from the Agency of any termination, potential termination or threatened termination of any Servicing Agreement entered into between Seller
and the Agency. Seller shall provide Purchaser with respect to Mortgage Loans owned by Seller, copies of all material amendments to the
Servicing Agreement promptly after execution thereof.
Section
7.10 Financial Covenants.
The
Seller shall at all times comply with the Seller Financial Covenants.
Section
7.11 Subservicing.
The
parties agree that each MSR Package shall be subserviced by the Subservicer identified in the related MSR Package Confirmation or a successor
thereto approved by the Agency. The Seller may, with notice to the Purchaser, (i) appoint or change the Subservicer for any related Mortgage
Servicing Rights, (ii) enter into or renew Subservicing Agreements with the Subservicer for any related Mortgage Servicing Rights, or
(iii) amend or modify the terms of any Subservicing Agreement; provided, however, if any such action listed in subclauses (i), (ii)
and (iii) could reasonably be expected to materially and adversely affect the value of the True Excess Spread, the Seller shall obtain
the Purchaser’s prior written consent (such consent not to be unreasonably withheld).
Section
7.12 Data File; Schedule of Mortgage Loans.
The
information in the Data File delivered to the Purchaser on each Closing Date will be true and correct in all material respects as of
the date specified herein. The Seller shall maintain the Schedule of Mortgage Loans, which shall be updated as of each Closing Date.
Section
7.13 Refinancing of Mortgage Loans.
Subject
to compliance with Section 2.01 regarding Recaptured Mortgage Loans, the Seller shall have the right to solicit the Mortgagor
under any Mortgage Loan to refinance any such Mortgage Loan, in all cases subject to the requirements of the Servicing Agreement.
Section
7.14 Servicer Appointment Right.
(a)
Subject in all respects to the requirements of the Agency Agreements, at any time (i) following the occurrence of any Change of Control,
(ii) following either a breach by Seller of this Agreement or the Servicing Agreement which materially and adversely affects the value
of the True Excess Spread and the failure of the Seller to cure such breach within thirty (30) days after notice thereof (subject to
an additional fifteen (15) day period if the Seller is diligently pursuing such cure), (iii) in the event that the Seller is terminated
by the Agency as Agency seller/servicer or as servicer of a material portion of the Mortgage Servicing Rights, (iv) or any failure by
the Seller to comply with the Agency Eligibility Requirements, or (v) following the occurrence of a Seller Material Adverse Change or
a Seller Insolvency Event, the Purchaser shall have the right (the “Servicer Appointment Right For Cause”) to direct
the Seller to transfer the ownership of the Mortgage Servicing Rights to the Purchaser’s designee. In such event, the Seller shall
cooperate with the Purchaser and shall endeavor in good faith using commercially reasonable efforts (a) to seek Agency approval of the
replacement servicer selected by the Purchaser and (b) to cause the transfer of servicing to the replacement servicer selected by the
Purchaser and approved by the Agency; subject to payment to Seller from Purchaser, on or before the related transfer of servicing, of
(i) any deboarding fees and other amounts which are due to the applicable Subservicer(s) pursuant to the applicable Subservicing Agreement
with related Subservicer(s) and (ii) reimbursement of any Advances disbursed by Seller or Subservicer and not reimbursed to such applicable
party, including to the repayment of any Advance Facilities related to any such Advances.
(b)
At any time, subject to the prior consent of the Agency, the Agency Requirements and Applicable Law, the parties hereto agree that the
Purchaser shall have the right (the “Convenience Appointment Right” and collectively with Servicer Appointment Right
For Cause, the “Servicer Appointment Right”) to direct the Seller to seek to transfer ownership of all of the Mortgage
Servicing Rights to the third party designee (a “Convenience Appointment”). In the event Purchaser desires to direct
a Convenience Appointment, it shall provide the Seller with written notice thereof. Seller shall cooperate and facilitate the transfer
of servicing to Purchaser’s designated transferee servicer as promptly as practicable. The parties hereto agree that the exercise
of a Convenience Appointment shall be subject to the payment to the Servicer, on or before the related transfer of servicing, of (i)
any deboarding fees and other amounts due to the applicable Subservicer(s) pursuant to the applicable Subservicing Agreement with related
Subservicer(s), (ii) all accrued and unpaid Base Servicing Fees, (iii) all reasonable, unreimbursed costs and expenses paid by the Seller,
(iv) reimbursement of any Advances disbursed by Seller or Subservicer and not reimbursed to such applicable party, including the repayment
of any Advance Facility related to any such Advances, and (v) the Seller’s reasonable out-of-pocket costs and expenses associated
with such transfer. The exercise of the Servicer Appointment Right shall be subject to and conditioned upon the payment in full from
the MSR Successor Proceeds and/or by the Purchaser of all amounts owing pursuant to this Agreement without regard to the amount of the
MSR Successor Proceeds.
(c)
In case the Seller is terminated as Agency seller/servicer, Purchaser shall have the right to retain Valon as Subservicer but shall not
have the right to transfer the Mortgage Servicing Rights to Valon without Valon’s consent.
Section
7.15 Servicing Obligations.
(a)
On and after the Agreement Date, the Seller shall pay, perform and discharge all liabilities and obligations relating to the servicing
of the related Mortgage Loans, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law, Agency Requirements
and the Servicing Agreement, and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related
Escrow Accounts as required by the Agency, the Agency Requirements, the Servicing Agreement, the Mortgage Loan Documents, all Applicable
Law and in accordance with the MSR Purchase Agreement.
(b)
Under no circumstances shall the Purchaser be responsible for the servicing acts and omissions of the Seller or any other servicer
or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing
Agreement or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Seller or the Loan
Seller.
(c)
On and after the Closing Date, the Seller shall conduct quality control reviews of the servicing of the related Mortgage Loans in accordance
with the industry standards and the requirements of the Agency. The Seller shall provide prompt written notice to Purchaser of (i) any
material failure by Seller to comply with the terms of this Agreement or (ii) any material failure by the Seller or the Loan Seller to
comply with the terms of the MSR Purchase Agreement.
(d)
The Seller shall immediately notify the Purchaser if at any time prior to the termination of this Agreement, the Seller is unable to
comply with any eligibility requirements pursuant to the Agency Requirements.
Section
7.16 Management Calls.
The
Seller shall make its management team and other appropriate officers and employees available to the Purchaser, within a reasonable timeframe
and based upon a reasonable frequency at the request of the Purchaser, to discuss by telephone the performance of the Mortgage Loans
and the performance of the parties under the Transaction Documents.
Section
7.17 Timely Payment of Agency Obligations.
With
respect to the Mortgage Loans, subject to timely fulfillment of obligations and performance by the Purchaser hereunder, the Seller shall
pay all of its obligations to the Agency in a timely manner so as to avoid exercise of any right of set-off by the Agency against the
Seller.
Section
7.18 Consents.
The
Seller shall not terminate, amend, amend and restate, modify or waive any conditions or provisions of any Transaction Document
without the express written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. On or
prior to the related Closing Date, Seller will have obtained all necessary approvals and consents, including the consent of the
Agency, to the sale of the applicable True Excess Spread.
Section
7.19 Limitations on Sale of Base Servicing Fee.
Seller
shall not sell any portion of the Base Servicing Fee without receiving the express written consent of (i) the Purchaser (which consent
may be withheld in its (a) reasonable discretion with respect to a sale of any portion of the Base Servicing Fee to any affiliate of
the Seller and (b) absolute discretion with respect to a sale of any portion of the Base Servicing Fee to any non- affiliate third party)
and (ii) the Agency.
Section
7.20 Existence, Etc.
The
Seller shall:
(a)
preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans;
(b)
comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including
truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely
(either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or
under any other Transaction Document;
(c)
keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and
maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and
amortization of its properties, all contingencies, and all other reserves;
(d)
not move its chief executive office or chief operating office from the addresses referred to in Exhibit G unless it shall have
provided Purchaser not less than thirty (30) days’ prior written notice of such change;
(e)
pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on
any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the
payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being
maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information
returns, reports and any other information statements or schedules required to be filed by or in respect of it;
(f)
keep in full force and effect the provisions of its charter documents, by- laws, operating agreements or similar organizational documents
in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents;
(g)
keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees,
orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction
Document;
(h)
maintain its status as an Agency approved seller/servicer; and
(i)
comply with its obligations under the Transaction Documents to which it is a party, and each other agreement entered into with the Agency.
Section
7.21 No Financing, Pledge or Lien.
Except
with respect to an Approved Leverage Facility, the Seller shall not pledge, obtain financing for, or otherwise permit any Lien of any
creditor of Seller to exist on, any portion of the Mortgage Servicing Rights or the Servicing Spread Collections; provided that the Seller
may pledge Advances pursuant to an Advance Facility approved by the Purchaser. Seller shall not pledge or finance any mortgage servicing
right (i) with an advance rate that is in excess of 55% solely at the time of such pledge or financing and/or (ii) to the extent that,
after such borrowing, the advance rate (derived from the loan-to-value ratio or borrowing base test in the related credit agreement)
for the mortgage servicing rights (on a pool-wide basis with respect to the mortgage servicing rights held by the Seller) is in excess
of 55%; provided that, for the avoidance of doubt, there shall be no obligation to contribute funds to the Approved Leverage Facility
to lower the related advance rate to less than 55%.
Section
7.22 Defense of Title.
The
Seller warrants and will defend the right, title and interest of the Purchaser in and to the True Excess Spread against all adverse claims
and demands subject to Permitted Liens.
Section
7.23 Solvency.
The
Seller shall at all times meet remain Solvent.
Section 7.24 No Default on Material Debts.
The
Seller shall not default under any material indebtedness of Seller.
ARTICLE
VIII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF PURCHASER
The
obligations of Purchaser under this Agreement with respect to any MSR Package are subject to the satisfaction of the following
conditions as of the related Closing Date:
Section
8.01 Correctness of Representations and Warranties.
The
representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be
made on or prior to such Closing Date are true and correct in all material respects.
Section
8.02 Compliance with Conditions.
All
of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document required to be complied with
and performed by Seller on or prior to such Closing Date shall have been duly complied with and performed in all material respects.
Section
8.03 No Material Adverse Change.
From
the Agreement Date, there shall not have been any Seller Material Adverse Change or any change to Seller’s financial or operating
condition, or in the Mortgage Servicing Rights, the Mortgage Loans, the Related Escrow Accounts or to Seller’s relationship with,
or authority from, the Agency, that in each case will likely materially and adversely affect the consummation of the transactions contemplated
hereby or the True Excess Spread.
Section
8.04 Consents.
Seller
shall have obtained all consents, approvals or other requirements of third parties, including the consent of the Agency, together with
a fully executed and delivered Agency Subordination of Interest Agreement or an approved “Request to Add Loans” thereunder,
dated on or before the related Closing Date, required for the consummation of the transactions on such Closing Date contemplated by the
Transaction Documents. All actions of all Governmental Authorities required to consummate the transactions contemplated by the Transaction
Documents and the documents related thereto shall have been obtained or made.
Section
8.05 Delivery of Transaction Documents.
Seller
shall have delivered to the Purchaser copies of each executed Transaction Document that is to be entered into on or prior to such date
and each of the items required to be delivered pursuant to Sections 2.03 and 2.04 hereof.
Section
8.06 Certificate of Seller.
Seller
shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer
of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s
representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct
in all material respects as of such date; and (b) all of the terms, covenants, conditions and obligations of this Agreement and each
other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to such
Closing Date have been duly complied with and performed in all material respects and (c) the conditions set forth in Section 8.04
and Section 8.05 have been satisfied.
Section
8.07 Opinions of Counsel.
In
the case of the initial Closing Date, Seller’s counsel shall have delivered the Opinions of Counsel required pursuant to Section
2.04(a)(iii) and Section 2.04(a)(iv).
Section
8.08 Good Standing Certificate of Seller.
In
the case of the initial Closing Date, Seller shall have provided Purchaser a certificate of good standing of Seller, dated as of a date
within five (5) Business Days prior to such Closing Date.
Section
8.09 No Actions or Proceedings.
No
action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit
the consummation of, or to invalidate, any of the transactions contemplated by this Agreement and the documents related hereto in any
material respect.
ARTICLE
IX
CONDITIONS
PRECEDENT TO OBLIGATIONS OF SELLER
The
obligations of Seller under this Agreement with respect to any MSR Package are subject to the satisfaction of the following
conditions as of the related Closing Date, as applicable:
Section
9.01 Correctness of Representations and Warranties.
The
representations and warranties made by Purchaser in this Agreement to be made on or prior to the Agreement Date or the related Closing
Date, as applicable, are true and correct in all material respects as of the date thereof.
Section
9.02 Compliance with Conditions.
All
of the terms, conditions, covenants and obligations of this Agreement required to be complied with and performed by Purchaser on or prior
to such Closing Date shall have been duly complied with and performed in all material respects as of the date thereof.
Section
9.03 Corporate Resolution.
As
of the date hereof, Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency
and other evidences of corporate authority as Seller or its counsel may reasonably request.
Section
9.04 No Material Adverse Change.
Since
the Agreement Date, there shall not have been any change to Purchaser’s financial condition that will likely materially and adversely
affect the consummation of the transactions contemplated hereby.
Section
9.05 Certificate of Purchaser.
Purchaser
shall have provided Seller a certificate, substantially in the form attached hereto as Exhibit D, signed by an authorized
officer of Purchaser dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a)
each of Purchaser’s representations and warranties made in this Agreement is true and correct in all material respects as of
such date; (b) all of the terms, covenants, conditions and obligations of this Agreement required to be complied with and performed
by Purchaser at or prior to such Closing Date have been duly complied with and performed in all material respects; and (c) this
Agreement does not conflict with other material Purchaser agreements.
Section
9.06 Good Standing Certificate of Purchaser.
In
the case of the initial Closing Date, Purchaser shall have provided Seller a certificate of good standing of Purchaser, dated as of a
date within five (5) Business Days prior to such Closing Date.
ARTICLE
X
INDEMNIFICATION;
CURE
Section
10.01 Indemnification by Seller.
Seller
shall indemnify, defend and hold Purchaser, its Affiliates and its and their respective directors, managers, officers, employees,
agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the
applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the related Closing Date which
result from:
(a)
the Seller’s or the applicable Subservicer’s failure to comply following the applicable Closing Date with Applicable Requirements
and Accepted Servicing Practices relating to the servicing of the related Mortgage Loans or any breach of its representations, warranties
or covenants in this Agreement, or any termination of the Seller as servicer for cause by the Agency;
(b)
to the extent of amounts received by the Seller or the Subservicer in respect of such prior servicing claims under the MSR Purchase
Agreement, any servicing act or omission of any prior servicer relating to any Mortgage Loan (including, remitting any indemnity
amounts received from the Loan Seller pursuant to MSR Purchase Agreement in connection with any breaches or repurchase of Mortgage
Loans, in each case, to the extent such Losses relate to the True Excess Spread);
(c)
any act, error or omission of the Seller or any Subservicer in servicing any of the Mortgage Loans, including improper action or
failure to act when required to do so, that has a material adverse effect on the True Excess Spread;
(d)
any exercise of any rights of setoff or other netting arrangements by the Agency against the Seller that results in a shortfall of funds
to pay the True Excess Spread;
(e)
any breach by the Seller of the MSR Purchase Agreement except for any matter due to the Seller’s breach of any obligations under
such MSR Purchase Agreement that is associated with a breach by the Purchaser; and
(f)
litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement
Date, resulting from any of the items described in Section 10.01(a), (b),(c), (d) or (e) directly above;
provided,
however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions within its reasonable
control to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Seller, which
such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 10.01 but may affect the amount
of such obligation; and provided further, that any Losses incurred by the Purchaser Indemnitee pursuant to any attempt to mitigate
any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Seller as part of its indemnification
obligations in this Section 10.01. For the avoidance of doubt, Losses under this Section 10.01 shall include the fair value of
any True Excess Spread associated with any Mortgage Servicing Rights as to which the Seller resigns without the consent of the Purchaser
or is terminated by the Agency pursuant to a Termination With Cause. Purchaser shall notify Seller promptly after receiving written notice
of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims
subject to indemnification under this Agreement (each, a “Purchaser Third Party Claim”). Upon receipt of such notice
of a Purchaser Third Party Claim, Seller shall have the right to assume the defense of such Purchaser Third Party Claim using counsel
of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior
written consent of the applicable Purchaser Indemnitee, which consent shall not be unreasonably withheld. A Purchaser Indemnitee shall
have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry
of a judgment or enter into any settlement with respect to the Purchaser Third Party Claim without the prior written consent of Seller,
which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its
obligations and liabilities under this Section 10.01 or any other provision of this Agreement. With respect to any Purchaser Third
Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good
faith with Seller to ensure the proper and adequate defense of such Purchaser Third Party Claim. The indemnification provided by the
Seller herein shall be with respect to Losses involving third-parties and Losses between the Purchaser and Seller.
Section
10.02 Indemnification by Purchaser.
Purchaser
shall indemnify, defend and hold Seller, its Affiliates and its and their respective directors, managers, officers, employees, agents,
representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee
for any Losses suffered or incurred by any Seller Indemnitee which result from:
(a)
any material breach of a representation or warranty by Purchaser, or non- fulfillment of any covenant or obligation of Purchaser contained
in this Agreement; or
(b)
litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement
Date, resulting from any of the items described in Section 10.02(a) directly above;
provided,
however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions within its
reasonable control to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested
by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 10.02
but may affect the amount of such obligation; and provided further, that any Losses incurred by the Seller Indemnitee
pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed
by Purchaser as part of its indemnification obligations in this Section 10.02. Seller shall notify Purchaser promptly after
receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees
or any third party claims subject to indemnification under this Agreement (each, a “Seller Third Party Claim”).
Upon receipt of such notice of a Seller Third Party Claim, Purchaser shall have the right to assume the defense of such Seller Third
Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any
settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have
the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or
enter into any settlement with respect to the Seller Third Party Claim without the prior written consent of Purchaser, which consent
shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its
obligations and liabilities under this Section 10.02 or any other provision of this Agreement. With respect to any Seller
Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate
in good faith with Purchaser to ensure the proper and adequate defense of such Seller Third Party Claim. The indemnification
provided by the Purchaser herein shall be with respect to Losses involving third-parties and Losses between the Purchaser and
Seller.
ARTICLE
XI
MISCELLANEOUS
Section
11.01 Costs and Expenses.
Purchaser
and Seller shall each pay its own expenses, fees and expenses of its legal counsel in connection with the transactions contemplated hereby.
Section
11.02 Confidentiality.
(a)
Each Party understands that in connection with this transaction, it has been furnished and will be furnished Nonpublic Personal Information
and/or Personally Identifiable Financial Information (as those terms are defined in Sections 573.3(n) and (o) of the Office of Thrift
Supervision Regulations on Privacy of Consumer Information published at 12 C.F.R. Chapter V implementing Title V of the Gramm-Leach-Bliley
Act), and other information regarding the policies and plans of the other Party and its Affiliates that is and has been designated as
confidential and proprietary, and each Party agrees that it will maintain the confidentiality of such information and will not disclose
it to others (except for its Affiliates and its and their respective directors, managers, officers, employees, financing sources, agents,
representatives and advisors), or use it except in connection with the proposed acquisition contemplated by this Agreement, without the
prior written consent of the Party furnishing such information, subject to the provisions of this Section 11.02 and of Section 11.16.
Information which is generally known in the industry concerning a Party or among such Party’s creditors generally or which has
been disclosed to the other Party by third parties who have a right to do so shall not be deemed confidential or proprietary information
for these purposes. If Purchaser, any of its Affiliates or any officer, director, employee or agent of any of the foregoing is at any
time requested or required to disclose any information supplied to it in connection with the transactions contemplated hereby, Purchaser
agrees to provide Seller with prompt notice of such request(s) so that Seller may seek an appropriate protective order and/or waive Purchaser’s
compliance with the terms of this Section 11.02. If Seller, any of its Affiliates or any officer, director, employee or agent
of any of the foregoing is at any time requested or required to disclose any information supplied to it in connection with the transactions
contemplated hereby, Seller agrees to provide Purchaser with prompt notice of such request(s) so that Purchaser may seek an appropriate
protective order and/or waive Seller’s compliance with the terms of this Section 11.02. Notwithstanding the terms of this Section
11.02, if, in the absence of a protective order or the receipt of a waiver hereunder, Purchaser or Seller is nonetheless, in the
opinion of its counsel, compelled to disclose information concerning the other Party to any tribunal or risk being liable for contempt
or suffering other censure or penalty, then Purchaser or Seller may disclose such information to such tribunal without liability hereunder.
If the proposed acquisition is not consummated, each Party agrees to promptly return to the other or destroy, promptly upon request,
all confidential materials, and all copies thereof, which have been furnished to it in connection with the transactions contemplated
hereby except as required by Applicable Laws or internal retention or archiving policies. Any confidential materials retained by a party
pursuant to the above sentence shall remain subject to the confidentiality requirements of this paragraph until the later of (i) the
time set by applicable privacy laws or other Applicable Laws, and (ii) one year from the date of this Agreement. For the avoidance of
doubt, either Party may provide its shareholders and creditors with a general description of this Agreement and any related transactions
(or otherwise as may be required by any applicable law, rule or regulation, including without limitation under the federal securities
laws or stock exchange requirements), and, subject to the provisions of this Section 11.02, information obtained from the reports
provided by Seller pursuant to Section 7.04.
(b)
Each Party recognizes that, in connection with this Agreement and the other Transaction Documents, it may receive non-public information
regarding the financial condition, operations and prospects of the other Parties. Except as required by Applicable Law, each Party agrees
to keep all non-public information regarding the other Parties strictly confidential, and to use all such information solely in order
to effectuate the purpose of this Agreement and the other Transaction Documents; provided, however, that each Party may provide confidential
information to its employees, agents and Affiliates and investors or prospective investors who have a need to know such information in
order to effectuate the transaction contemplated by the Transaction Documents and such employees, agents and Affiliates and investors
or prospective investors are informed of the confidential nature of such information and agree to maintain its confidentiality; and provided,
further, that such information is identified as confidential non-public information and except as required by law or regulation or legal
or regulatory process.
Section
11.03 Broker’s Fees.
Other
than payments made by the Purchaser to Blue Water Financial, LLC, each Party hereto represents and warrants to the other that it has
made no agreement to pay any finder’s, agent’s, broker’s or originator’s fee arising out of or in connection
with the subject matter of this Agreement. In the event Purchaser has entered or enters into an agreement to pay any finder’s,agent’s,
broker’s, advisor’s or originator’s fee arising out of or in connection with the subject matter of this Agreement,
Purchaser shall be solely responsible for all such fees. The parties hereto shall indemnify and hold each other harmless from and against
any such obligation or liability and any expense incurred in investigating or defending (including reasonable attorneys’ fees)
any claim based upon the other Party’s actions in connection with such obligation.
Section
11.04 Relationship of Parties.
The
Parties intend that the transactions contemplated in the Transaction Documents constitute arms-length transactions among third parties.
Nothing contained in the Transaction Documents will establish any fiduciary, partnership, joint venture or similar relationship between
or among the Parties except to the extent otherwise expressly stated therein.
Nothing
in this Agreement shall prevent Seller or its Affiliates from rendering similar services to other persons, trusts, corporations or other
entities or limit or restrict Seller, its Affiliates, or any of their respective officers, directors, affiliates or employees from, as
permitted by law, buying, selling or trading in any securities for your own or their own accounts. The Purchaser acknowledges that Seller,
its Affiliates, or any of their respective officers, directors, Affiliates and employees, and their other clients may, as permitted by
law, at any time have, acquire, increase, decrease, or dispose of positions in investments that are at the same time being acquired for
or disposed of from Seller.
Section
11.05 Survival of Representations, Warranties and Indemnities.
Each
party hereto covenants and agrees that the representations, warranties and indemnifications contained in this Agreement, and in any document
delivered or to be delivered pursuant hereto, shall survive the Agreement Date and any termination of this Agreement.
Section
11.06 Notices.
All
notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing
and shall be deemed to have been given if sent via electronic mail to the related email address set forth below with acknowledgment of
receipt requested by the sender and receipt acknowledged by the recipient, personally delivered or sent by registered or certified mail,
return receipt requested, postage prepaid or by prepaid overnight
delivery
service:
(a)
If to Seller, to:
Greenway
Mortgage Funding Corporation
107 Tindall Rd, Ste 14
Middletown,
NJ 07748
HR@greenwaylending.com
With
a copy (which shall not constitute notice) to:
jpayor@greenwaylending.com
emoore@greenwaylending.com
(b)
If to Purchaser, to:
Glassbridge
Enterprises Inc.
[ADDRESS]
[ADDRESS]
Attention:
[ ]
Email:
[ ]
With
a copy to:
[
]
or
to such other address as Purchaser or Seller shall have specified in writing to the other.
Section
11.07 Waivers.
Either
Purchaser or Seller may, by written notice to the other:
(a)
Extend the time for the performance of any of the obligations or other transactions of the other; and
(b)
Waive compliance with or performance of any of the terms, conditions, covenants or obligations required to be complied with or performed
by the other hereunder. The parties hereto acknowledge and agree that the Agency shall be an express third party beneficiary of this
provision.
The
waiver by Purchaser or Seller of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any
other subsequent breach.
Section
11.08 Entire Agreement; Amendment.
This
Agreement and the related Transaction Documents constitute the entire agreement between the parties with respect to the transactions
contemplated hereby and supersede all prior agreements with respect thereto. This Agreement may be amended only in a written instrument
signed by both Seller and Purchaser.
Section
11.09 Binding Effect.
This
Agreement shall inure to the benefit of and be binding upon the Parties and their successors and assigns. Nothing in this Agreement,
express or implied, is intended to confer on any Person other than the Parties and their successors and assigns, any rights, obligations,
remedies or liabilities.
Section
11.10 Headings.
Headings
on the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
Section
11.11 Applicable Law.
This
Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict of laws
rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern).
Section
11.12 Security Agreement.
This
Agreement shall constitute a security agreement under the laws of the State of New York. In addition to any other rights available under
this Agreement or otherwise available at law or in equity but subject to the terms hereof, Purchaser shall have all rights and remedies
of a secured party with respect to the Collateral under the laws of the State of New York and under any other Applicable Law to enforce
the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory
requirements of Applicable Law and the terms of this Agreement, to sell or apply any rights and other interests with respect to the Collateral
assigned or pledged hereby in accordance with the terms hereof at public and private sale in accordance with the terms of this Agreement.
The parties agree to waive trial by jury in the event of any dispute under this Agreement.
Section
11.13 Incorporation of Exhibits.
The
Exhibits attached hereto shall be incorporated herein and shall be understood to be a part hereof as though included in the body of this
Agreement.
Section
11.14 Counterparts.
This
Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of
which, taken together, shall constitute one and the same agreement. Delivery of the signatures in Portable Document Format (PDF) or by
facsimile transmission shall be deemed valid and binding to the same extent as the original.
Section
11.15 Severability of Provisions.
If
any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
rights of the parties hereto. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provision with a valid provision, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provision.
Section
11.16 Public Announcement.
No
public release or statement concerning the subject matter of this Agreement shall be made by either party without the express written
consent and approval of the other party, except as required by law or stock exchange rule, and provided that on and after the Agreement
Date, either party may provide its shareholders and creditors with a general description of this Agreement and any related transactions,
and, subject to the provisions of Section 11.02, information obtained from the reports provided by Seller pursuant to Section
7.04.
Section
11.17 Assignment.
(a)
Subject to the provisions of Sections 7.07, 7.08 and 7.11, Seller may not assign, transfer, sell or subcontract all or any part
of this Agreement, any interest herein, or any of the Seller’s interest in the Mortgage Servicing Rights or the Servicing Spread
Collections, other than the interest in the True Excess Spread sold hereby, without the prior written consent of the Purchaser; provided
that any successor to the Seller must assume the Seller’s obligations under this Agreement. Subject to the rights of the Agency
described in Section 11.21 hereof, the Purchaser shall have the right to further assign, transfer, deliver, hypothecate, pledge,
subdivide, sell participations in, or otherwise deal with its rights under this Agreement on whatever terms Purchaser shall determine,
including the right to assign all or any portion of the True Excess Spread and to assign the related rights under this Agreement, subject
to the following terms: (i) in the case of any transfer to an Affiliate of the Purchaser, without the consent of the Seller and (ii)
in the case of a transfer to an unaffiliated third party, with the prior written consent of the Seller, which consent shall not be unreasonably
withheld. Any costs and expenses (including legal fees) in connection with assigning Purchaser’s rights pursuant to this Section
11.17(a) shall be paid by Purchaser or Purchaser’s assignee.
(b)
Seller shall maintain a register on which it enters the name and address of each holder of the True Excess Spread and each holder’s
interest in the True Excess Spread (the “Holder Register”) for each transaction described in Section 11.17(a). The
entries in the Holder Register shall be conclusive absent manifest error, and Seller shall treat each Person whose name is recorded in
the Holder Register as an owner of the True Excess Spread for all purposes of this Agreement notwithstanding any notice to the contrary.
The parties intend that the Holder Register shall satisfy the requirements of Treasury Regulations Sections 1.871-14 and 5(f).103-1.
Section
11.18 Termination.
If
all conditions to Purchaser’s or Seller’s obligations to close with respect to any MSR Package on the related Closing Date
set forth in Article VIII and Article IX, respectively, are not satisfied on the related Closing Date, Purchaser or Seller, as
applicable based on the condition or conditions not satisfied, may terminate this Agreement with respect to such MSR Package by written
notice to the other party, and neither party shall have any further obligations to the other party hereunder with respect to such MSR
Package, except as expressly set forth herein.
If
Seller receives any Termination Fees for termination of its role as servicer under the Guide, Seller shall pay over to Purchaser, subject
to the terms and conditions of the Agency Agreements, the portion (up to one hundred percent (100%)) of such Termination Fees, not exceeding
the fair value of the lost True Excess Spread with respect to the Guide.
Section
11.19 Third Party Beneficiaries.
This
Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than Purchaser and Seller, except
as provided in Section 10.01 and in Section 10.02, provided that (i) Purchaser and Seller reserve the right to modify any term
of, or terminate, this Agreement, without the consent of any Purchaser Indemnitee or Seller Indemnitee and (ii) the Agency may rely upon
Sections 7.07, 7.08 and 11.21 of this Agreement and related provisions.
Section
11.20 Credit Files.
Except
as is required pursuant to the Servicing Agreement (including, without limitation, as may be reasonably necessary to enable Seller to
meet its servicing obligations thereunder), Applicable Law or any governmental or regulatory authority having jurisdiction over the Seller,
the parties hereby agree that at no time shall Seller provide to the Purchaser, its Affiliates, its funds and accounts under management
and its and their respective directors, managers, officers, employees, financing sources, agents, representatives and advisors access
to, or inspection rights with respect to, the Credit Files.
Section
11.21 Purchaser Acknowledgment, Agency’s Reliance.
Purchaser
and Seller hereby acknowledge that Purchaser’s right to the True Excess Spread, the Collateral, Seller’s right to the Mortgage
Servicing Rights, and their respective rights under this Agreement are subject and subordinate to all rights of the Agency under (i)
the Agency Agreements and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide
and any supplemental servicing instructions or directives provided by the Agency, all applicable master agreements, recourse agreements,
repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between the Agency and the Seller,
and all as amended, restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which
rights include the right of the Agency to terminate the Fannie Mae Lender Contract with or without cause and the right to sell, or have
transferred, the servicing rights.
The
Parties agree that in the event of an actual or apparent conflict between the provisions of the Agency Agreements or Servicing
Agreement and the provisions of this Agreement, the provisions of the Agency Agreements or Servicing Agreement, as applicable, shall
govern.
Section
11.22 Tax Reporting.
It
is the intention of the Parties that, at the option of Purchaser, the arrangement under which the True Excess Spread is held will be
treated as a simple custodial or participation arrangement. All transactions contemplated by this Agreement will be reported on all applicable
tax returns consistently with the treatment described in Section 3.06(c), unless otherwise required by law in a proceeding of final determination.
The Purchaser will prepare and file or cause to be prepared and filed any federal, state and local income tax or information returns
that are required to be filed with respect to the True Excess Spread in a due and timely manner. The Purchaser shall accrue original
issue discount based on the purchase price and projected payments using the constant prepayment rate and constant default rate set forth
in the MSR Package Confirmation and applying the methods described under Section 1272(a)(6) of the Code. The Seller shall provide any
information in its possession reasonably requested by the Purchaser in connection with the foregoing and shall otherwise reasonably cooperate
with the Purchaser in connection with the tax reporting with respect to the True Excess Spread.
Section
11.23 Waiver of Trial by Jury.
EACH
PARTY HEREBY WAIVES TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF
NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING
OUT OF OR RELATING TO THIS AGREEMENT IN ANY ACTION OR PROCEEDING. EACH PARTY HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE
TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO REPRESENTS THAT IT
HAS REVIEWED THIS AGREEMENT AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its corporate
name by one of its duly authorized officers, all as of the date first above written.
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GLASSBRIDGE
ENTERPRISES INC., as Purchaser |
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By: |
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Name: |
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Title: |
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[TRUE
EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS
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GREENWAY
MORTGAGE FUNDING CORP., as Seller |
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By: |
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Name: |
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Title: |
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[TRUE
EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS
EXHIBIT
A
FORM
OF MSR PACKAGE CONFIRMATION
_____________, 20[___]
This
confirmation (this “Confirmation”) between Glassbridge Enterprises Inc., a Delaware corporation (together with its
successors and assigns, the “Purchaser”), and Greenway Mortgage Funding Corp., a New Jersey corporation (together
with its successors and assigns, the “Seller”), sets forth the agreement pursuant to which the Purchaser is purchasing,
and the Seller is selling, the True Excess Spread related to the Mortgage Loans identified on Annex A attached hereto.
The
transaction contemplated by this Confirmation shall be governed by that certain True Excess Spread Acquisition Agreement for FNMA Mortgage
Loans, dated as of [__], 2023, between Seller and Purchaser (as amended herein and otherwise, the “Agreement”). By
executing this Confirmation (which shall be an MSR Package Confirmation under the Agreement), each of the Seller and Purchaser again
makes, with respect to itself and each Mortgage Loan as of the related Closing Date or such other date as indicated in the Agreement,
as applicable, all of the covenants, representations and warranties made by such party in the Agreement, except as may be amended by
this MSR Package Confirmation. By executing this MSR Package Confirmation, Seller hereby sells, assigns, transfers and delivers to Purchaser
all of Seller’s right, title and interest in and to the True Excess Spread for each of the Mortgage Loans set forth in Annex
A attached hereto and all proceeds thereof, and agrees that as of the related Closing Date, the applicable Mortgage Loan shall be
deemed to be a “Mortgage Loan” for all purposes of the Agreement. In the event (but only in the event) that the conveyance
of the True Excess Spread is characterized by a court or Governmental Authority as security for a loan rather than a sale, Seller will
be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest
in, to and under the True Excess Spread and all proceeds thereof as security for a loan in an amount of the Purchase Price.
All
exhibits hereto are incorporated herein in their entirety. In the event there exists and inconsistency between the Agreement and this
MSR Package Confirmation, the latter shall be controlling notwithstanding anything contained in the Agreement to the contrary. All capitalized
terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
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1. |
Sale of True Excess Spread related to the Mortgage Loans. Upon the satisfaction of the conditions precedent set forth in the Agreement, on the related Closing Date the Seller shall thereby transfer to the Purchaser, all of the right, title and interest of the Seller in and to the True Excess Spread related to the Mortgage Loans in accordance with Section 2.01 of the Agreement. |
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2.
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Defined Terms: |
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a. |
Cut-off Date: |
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b. |
Closing Date: |
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c. |
Initial
Distribution Date: |
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d. |
Purchase Price: |
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e. |
Purchase Price Percentage: |
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f. |
True Excess Spread Rate: |
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g. |
Base Servicing Fee Rate: |
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h. |
Constant Prepayment Rate (CPR) annually: |
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i. |
Constant Default Rate (CDR) annually: |
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j. |
Custodian: |
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3. |
Description of Mortgage Loans: All of the Mortgage Loans
identified on Annex A |
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attached
hereto. |
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4.
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Additional Stipulations Regarding MSR Package: |
[Attach
Schedule if applicable]
All
of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by Seller on or prior
to the date hereof have been duly complied with and performed in all material respects. This Confirmation may be executed in counterparts,
each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one
and the same agreement. Delivery of the signatures in Portable Document Format (PDF) or by facsimile transmission shall be deemed valid
and binding to the same extent as the original.
GREENWAY MORTGAGE FUNDING CORP. |
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[PURCASHER] |
as Seller |
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as Purchaser |
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By: |
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By: |
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Name: |
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Name: |
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Title: |
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Title: |
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ANNEX
A TO EXHIBIT A
ANNEX
B TO EXHIBIT A
FUNDING
SCHEDULE
(as
of the Closing Date)
EXHIBIT
B
SCHEDULE
OF MORTGAGE LOANS
[SEPARATELY
DELIVERED; SUBJECT TO UPDATES AS PROVIDED IN THE AGREEMENT]
EXHIBIT
C
SELLER’S
OFFICER’S CERTIFICATE
(To be supplied on each Closing Date)
I,
_____________________________, a [___________] of Greenway Mortgage Funding Corp. (the “Company”), pursuant to Section
8.06 of the True Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans by and between Glassbridge Enterprises Inc. and
the Company, dated as of [__], 2023 (the “Agreement”), hereby certify on behalf of the Company that:
(i) each
of the Company’s representations and warranties made in the Agreement is true and correct in all material respects as of the date
hereof; and
(ii)
all of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Company at
or prior to the date hereof have been duly complied with and performed in all material respects;
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of the date and year first above written.
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GREENWAY MORTGAGE FUNDING CORP. |
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By: |
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Name: |
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Title: |
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EXHIBIT
D
PURCHASER’S
OFFICER’S CERTIFICATE
(To be supplied on each Closing Date)
I,
______________, a ___________ of Glassbridge Enterprises Inc. (the “Purchaser”), pursuant to Section 9.05 of
the True Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans by and between the Purchaser and Greenway Mortgage Funding
Corp., dated as of [__], 2023 (the “Agreement”), hereby certify on behalf of the Purchaser that:
(i)
each of the Purchaser’s representations and warranties made in the Agreement is true and correct in all material respects as of
the date hereof;
(ii)
all of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Purchaser
at or prior to the date hereof have been duly complied with and performed in all material respects; and
(iii)
the Agreement does not conflict with other material Purchaser agreements.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of as of the date and year first above written.
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Glassbridge Enterprises Inc. |
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By: |
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Name: |
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Title: |
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Exhibit
31.1
Certification
Pursuant to Section 302
of
the Sarbanes-Oxley Act of 2002
I,
Daniel Strauss, certify that:
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1. |
I
have reviewed this quarterly report on Form 10-Q of GlassBridge Enterprises, Inc.; |
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2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
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3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
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4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have: |
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(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
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(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions): |
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(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
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(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
November
14, 2023
By: |
/s/
Daniel Strauss |
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Daniel
Strauss |
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Chief
Executive Officer |
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Exhibit
31.2
Certification
Pursuant to Section 302
of
the Sarbanes-Oxley Act of 2002
I,
Francis Ruchalski, certify that:
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1. |
I
have reviewed this quarterly report on Form 10-Q of GlassBridge Enterprises, Inc.; |
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2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
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3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
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4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have: |
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(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
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(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
November
14, 2023
By: |
/s/
Francis Ruchalski |
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Francis
Ruchalski |
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Chief
Financial Officer |
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Exhibit
32.1
Certification
Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
In
connection with the Quarterly Report of GlassBridge Enterprises, Inc. (the “Company”) on Form 10-Q for the period ended September
30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Daniel Strauss, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
November
14, 2023
By: |
/s/
Daniel Strauss |
|
|
Daniel
Strauss |
|
|
Chief
Executive Officer
|
|
Exhibit
32.2
Certification
Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
In
connection with the Quarterly Report of GlassBridge Enterprises, Inc. (the “Company”) on Form 10-Q for the period ended September
30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Francis Ruchalski, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
November
14, 2023
By: |
/s/
Francis Ruchalski |
|
|
Francis
Ruchalski |
|
|
Chief
Financial Officer |
|
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Oct. 31, 2023 |
Cover [Abstract] |
|
|
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
1-14310
|
|
Entity Registrant Name |
GLASSBRIDGE
ENTERPRISES, INC.
|
|
Entity Central Index Key |
0001014111
|
|
Entity Tax Identification Number |
41-1838504
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
18
East 50th Street
|
|
Entity Address, Address Line Two |
FL7
|
|
Entity Address, City or Town |
New
York
|
|
Entity Address, State or Province |
NY
|
|
Entity Address, Postal Zip Code |
10022
|
|
City Area Code |
(212)
|
|
Local Phone Number |
220-3300
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
false
|
|
Entity Shell Company |
false
|
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Entity Common Stock, Shares Outstanding |
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v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
Net revenue |
|
|
$ 0.1
|
|
Operating expenses: |
|
|
|
|
Selling, general and administrative |
1.0
|
0.7
|
3.2
|
2.3
|
Total operating expenses |
1.0
|
0.7
|
3.2
|
2.3
|
Operating loss |
(1.0)
|
(0.7)
|
(3.1)
|
(2.3)
|
Other income (expense): |
|
|
|
|
Interest expense |
|
(0.1)
|
(0.2)
|
(0.2)
|
Other income (expense), net |
(0.1)
|
|
|
0.2
|
Total other expense, net |
(0.1)
|
(0.1)
|
(0.2)
|
|
Loss before income taxes |
(1.1)
|
(0.8)
|
(3.3)
|
(2.3)
|
Net loss |
$ (1.1)
|
$ (0.8)
|
$ (3.3)
|
$ (2.3)
|
Net loss per common share — basic and diluted: |
|
|
|
|
Earnings Per Share, Basic |
$ (41.67)
|
$ (30.30)
|
$ (125.00)
|
$ (87.12)
|
Earnings Per Share, Diluted |
$ (41.67)
|
$ (30.30)
|
$ (125.00)
|
$ (87.12)
|
Weighted average common shares outstanding: |
|
|
|
|
Basic (thousands) |
26,400
|
26,400
|
26,400
|
26,400
|
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26,400
|
26,400
|
26,400
|
26,400
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v3.23.3
Condensed Consolidated Balance Sheets - USD ($) $ in Millions |
Sep. 30, 2023 |
Dec. 31, 2022 |
Current assets: |
|
|
Cash and cash equivalents |
$ 3.1
|
$ 1.2
|
Accounts receivable, net |
|
0.1
|
Other current assets |
1.0
|
|
Total current assets |
4.1
|
1.3
|
Mortgage servicing rights (See Note 5 – Mortgage Servicing Rights) |
6.1
|
|
Investment in Arrive, cost (See Note 6 – Arrive Investment) |
12.5
|
12.8
|
Other assets and other investments (See Note 6 – Arrive Investment) |
0.6
|
0.5
|
Total assets |
23.3
|
14.6
|
Current liabilities: |
|
|
Accounts payable |
1.4
|
1.2
|
Other current liabilities |
0.8
|
0.4
|
Total current liabilities |
2.2
|
1.6
|
Tacora note payable (See Note 7 – Debt) |
1.9
|
|
Preferred stock series B liability (See Note 10– Redeemable Preferred Stock and Restricted Stock Units) |
13.2
|
|
GHI LLC note payable (See Note 7 – Debt) |
|
3.7
|
Deferred tax liabilities |
0.2
|
0.2
|
Total liabilities |
17.5
|
5.5
|
Shareholders’ equity: |
|
|
Common stock, $.01 par value, authorized 50,000, 28,097 issued at September 30, 2023; 28,097 issued at December 31, 2022 |
|
|
Additional paid-in capital |
1,073.0
|
1,073.0
|
Accumulated deficit |
(1,042.3)
|
(1,039.0)
|
Treasury stock, at cost: 2,927 shares at September 30, 2023; 2,927 shares at December 31, 2022 |
(24.9)
|
(24.9)
|
Total shareholders’ equity |
5.8
|
9.1
|
Total liabilities and shareholders’ equity |
$ 23.3
|
$ 14.6
|
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v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Common stock, par value |
$ 0.01
|
$ 0.01
|
Common stock, shares authorized |
50,000
|
50,000
|
Common stock, shares issued |
28,097
|
28,097
|
Treasury stock shares |
2,927
|
2,927
|
X |
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v3.23.3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Millions |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Treasury Stock, Common [Member] |
Total |
Balance at Dec. 31, 2021 |
|
$ 1,073.0
|
$ (1,036.0)
|
$ (24.9)
|
$ 12.1
|
Balance, shares at Dec. 31, 2021 |
28,097
|
|
|
2,927
|
|
Net loss |
|
|
(2.3)
|
|
(2.3)
|
Balance at Sep. 30, 2022 |
|
1,073.0
|
(1,038.3)
|
$ (24.9)
|
9.8
|
Balance, shares at Sep. 30, 2022 |
28,097
|
|
|
2,927
|
|
Balance at Dec. 31, 2022 |
|
1,073.0
|
(1,039.0)
|
$ (24.9)
|
9.1
|
Balance, shares at Dec. 31, 2022 |
28,097
|
|
|
2,927
|
|
Net loss |
|
|
(3.3)
|
|
(3.3)
|
Redemption of shares (see Note 11 – Shareholders’ Equity) |
|
|
|
$ 1.3
|
1.3
|
Redemption of shares (see Note 10 - Shareholders' Equity), shares |
|
|
|
7,578
|
|
Shares issued to Tacora (see Note 11 – Shareholders’ Equity) |
|
|
|
$ (1.3)
|
(1.3)
|
Shares issued to Tacora (see Note 10 - Shareholders' Equity) , shares |
|
|
|
(7,578)
|
|
Balance at Sep. 30, 2023 |
|
$ 1,073.0
|
$ (1,042.3)
|
$ (24.9)
|
$ 5.8
|
Balance, shares at Sep. 30, 2023 |
28,097
|
|
|
2,927
|
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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v3.23.3
Basis of Presentation
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Presentation |
Note
1 — Basis of Presentation
GlassBridge
Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) owns
and operates an asset management business and a mortgage servicing business.
The
interim Condensed Consolidated Financial Statements of GlassBridge are unaudited but, in the opinion of management, reflect all adjustments
necessary for a fair statement of financial position, results of operations, comprehensive loss and cash flows for the periods presented.
Except as otherwise disclosed herein, these adjustments consist of normal and recurring items. The results of operations for any interim
period are not necessarily indicative of full year results. The Condensed Consolidated Financial Statements and Notes are presented in
accordance with the requirements for Quarterly Reports on Form 10-Q and do not contain certain information included in our annual Consolidated
Financial Statements and Notes presented in accordance with the requirements of Annual Reports on Form 10-K.
The
interim Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and entities
in which the Company owns or controls fifty percent or more of the voting shares or interest in such entity, and has the right to control.
The results of entities disposed of are included in the unaudited Condensed Consolidated Financial Statements up to the date of the disposal
and, where appropriate, these operations have been reflected as discontinued operations. All inter-company balances and transactions
have been eliminated in consolidation and, in the opinion of management, all adjustments necessary for a fair presentation have been
included in the interim results reported.
The
preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in
the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim Condensed Consolidated Financial
Statements and the reported amounts of revenue and expenses for the reporting periods. Despite our intention to establish accurate estimates
and use reasonable assumptions, actual results may differ from our estimates.
The
December 31, 2022 Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Financial Statements, but does
not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with our Consolidated Financial Statements
and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange
Commission on April 7, 2023.
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v3.23.3
New Accounting Pronouncements
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
New Accounting Pronouncements |
Note
2 — New Accounting Pronouncements
The
Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting
Standards Board (“FASB”). The Company has implemented all new accounting pronouncements that are in effect. These pronouncements
did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial
position or results of operations.
|
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v3.23.3
Income (Loss) per Common Share
|
9 Months Ended |
Sep. 30, 2023 |
Earnings Per Share [Abstract] |
|
Income (Loss) per Common Share |
Note
3 —Income (Loss) per Common Share
Basic
income per common share is calculated using the weighted average number of shares outstanding for the period. Unvested restricted stock
and treasury shares are excluded from the calculation of weighted average number of common shares outstanding in all cases. Once restricted
stock vests, it is included in our common shares outstanding.
Diluted
income per common share is computed on the basis of the weighted average shares outstanding plus the dilutive effect of our stock-based
compensation plans, using the “treasury stock” method.
The
Company has 1,360 shares of outstanding and exercisable stock options that have been excluded because they would be anti-dilutive. See
Note 8 –Stock-Based Compensation for additional information on the stock options.
The
following table sets forth the computation of weighted average basic and diluted income per share (unaudited):
Schedule of Computation of Weighted Average Basic and Diluted Income (Loss) Per Share
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss available for common stockholders | |
$ | (1.1 | ) | |
$ | (0.8 | ) | |
$ | (3.3 | ) | |
$ | (2.3 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share – basic and diluted | |
$ | (41.67 | ) | |
$ | (30.30 | ) | |
$ | (125.00 | ) | |
$ | (87.12 | ) |
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v3.23.3
Supplemental Balance Sheet Information
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Supplemental Balance Sheet Information |
Note
4 — Supplemental Balance Sheet Information
Additional
supplemental balance sheet information is provided as follows:
Other
current assets were $1.0 million and $0.0 million as of September 30, 2023 and December 31, 2022, respectively and consist of marketable
securities (see Note 14 — Fair Value Measurements).
Other
current liabilities were $0.8 million
as of September 30, 2023, and include an accrual for a holdback amount of $0.6
million on the purchase price of mortgage service
rights as well as insurance and corporate liability accruals of $0.2
million. Other current liabilities were $0.4
million as of December 31, 2022, and include
accruals for payroll expense of $0.2
million and insurance and corporate liability accruals of $0.2
million.
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v3.23.3
Mortgage Servicing Rights
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Mortgage Servicing Rights |
Note
5 — Mortgage Servicing Rights
On
September 29, 2023, GlassBridge purchased Mortgage Servicing Rights (“MSR”) and assumed related obligations from Greenway
Mortgage Holding Corporation (“Greenway”). Under the transaction, GlassBridge acquired the MSRs and title to 2,009 fixed
rate residential Mortgage Loans with an aggregate value of approximately $435 Million, for a total purchase price of $6,134,680 (with
90% of the purchaser price paid at closing; 5% to be paid two (2) business days after the transfer date (estimated to be February 1,
2024) and 5% to be held for no more than two (2) years pending receipt and satisfactory review of mortgage loan files, data and documentation).
The purchase price was based on the purchase price percentage of 1.41% (calculated by multiplying the purchase price percentage by the
unpaid principal balance of the underlying Mortgage Loans as of the sale date). The holdback amount of $0.6 million is recorded within
the Company’s other current liabilities.
The
MSRs include: (a) all rights to service the Mortgage Loans; (b) all rights to receive servicing fees, certain ancillary income, reimbursements
or indemnification for servicing the Mortgage Loans, and any payments received in respect of the foregoing and proceeds thereof; (c)
the right to collect, hold and disburse escrow payments or other payments with respect to the Mortgage Loans (but not the funds actually
collected with respect thereto) and to receive interest income on such amounts to the extent permitted by applicable law and requirements;
(d) all accounts, including any custodial accounts or escrow accounts, and other rights to payment related to any of the property described
in this paragraph; (e) possession and use of any and all credit files and servicing files or other information pertaining to the Mortgage
Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) to the extent applicable, all rights and
benefits relating to the direct solicitation of the related mortgagors for refinance or modification of the Mortgage Loans and attendant
right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; and (g) all rights,
powers and privileges incident to any of the foregoing.
Prior to the applicable transfer date,
but after the sale date, an affiliate of Greenway will continue to service the loans with our subservicer, Valon. During this period,
we are conducting a due diligence review of the Mortgage Loans. To effect the purchase and the subsequent transfer, Greenway has made
customary representations and warranties, as well as, provided indemnification rights including for the servicer, subservicer or Greenway’s
failure to comply applicable requirements and accepted servicing practices relating to the servicing of the related Mortgage Loans or
any breach of its representations, warranties or covenants in the Agreement, or any termination of the servicer as servicer for cause
by Fannie Mae.
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v3.23.3
Arrive Investment
|
9 Months Ended |
Sep. 30, 2023 |
Investments, All Other Investments [Abstract] |
|
Arrive Investment |
Note 6 — Arrive Investment
Arrive
LLC (“Arrive”) is a company that was formed in partnership with Roc Nation with the intent of building a new platform and
brand focused on early stage, high growth opportunities. Roc Nation is a full-service entertainment company, inclusive of artist and
athlete management, label, publishing, touring, film/TV and new ventures. Arrive seeks to leverage these relationships to invest in proprietary
opportunities and provide services including, but not limited to, marketing, promotion or strategic advice for its portfolio investments.
The Company holds two separate Arrive investments described below.
|
● |
Investment
in Arrive of $12.5 million and $12.8 million as of September 30, 2023 and December 31, 2022, respectively, represents an investment
in the Arrive operating company, Arrive I LLC. The Company’s investment entitles the Company to appoint one of five Arrive
Board members and gives the Company priority for distributions of current income and investment proceeds. In addition, the Company
is entitled to receive between 18% and 20% of all general partner consideration on pooled investment vehicles managed by Arrive,
whether characterized as management fees or incentive fees. |
|
|
|
|
● |
Other
assets of $0.6 million and $0.5 million as of September 30, 2023 and December 31, 2022, respectively, represent an investment in
the Arrive Opportunities Fund I, LP, managed by an affiliate of Arrive I LLC. |
The
Company did not record any unrealized gains or losses during the three months ended September 30, 2023 or 2022 related to these investments.
The Company took distributions of $0.3 million from the Arrive operating company, Arrive I LLC, in the form of marketable securities
during the nine months ended September 30, 2023. The Company is not required to contribute additional capital to either of the investments.
Historically,
the Company accounted for such investments under the cost method of accounting. The adoption of ASU No. 2016-01 in the first quarter
of 2018 effectively eliminated the cost method of accounting, and the carrying value of this investment is written down, or impaired,
to fair value when a decline in value is considered to be other-than-temporary. Our strategic investment in equity securities does not
have a readily determinable fair value; therefore, the new guidance was adopted prospectively. As of September 30, 2023, there were no
indicators of impairment for this investment. The Company will assess the investment for potential impairment, quarterly.
|
X |
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v3.23.3
Debt
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Debt |
Note
7 — Debt
Debt
and notes payable consists of the following:
Schedule of Debt and Notes Payable
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
| |
(in millions) | |
Tacora note payable | |
$ | 1.9 | | |
$ | — | |
GHI LLC note payable | |
| — | | |
| 3.7 | |
Other liabilities | |
| 0.2 | | |
| 0.2 | |
Total long term debt | |
$ | 2.1 | | |
$ | 3.9 | |
The
Company entered into a Term Loan and Security Agreement (“Tacora Loan Agreement”) with Tacora Capital, LP (“Tacora”),
an asset management firm, pursuant to which Tacora lent $2.0 million to the Company on September 25, 2023. The loan requires quarterly
payments or accruals (at the Company’s option) of interest, equal to an 8% per annum. If the Company defaults on the loan, the
interest rate increases to 11% per annum. The loan, and all accrued and unpaid interest, is due in full seven years following its issuance.
The Company has the right to prepay the loan in increments of at least $100,000 at any time after the Preferred Stock (see Note 10 –
Redeemable Preferred Stock and Restricted Stock Units) has been redeemed. Any amounts repaid by the Company to Tacora may not
be re-borrowed. The Company incurred $0.1 million of issuance costs related to the loan, which is recognized as a reduction of the loan
proceeds and amortized over the term of the loan.
As
of September 30, 2023, the Company was in compliance with all covenants under the Tacora Loan Agreement.
The
Company entered into a Term Loan and Security Agreement (“GHI Loan Agreement”) with Gazellek Holdings I, LLC (“GHI
LLC”), pursuant to which GHI LLC lent $3.5 million to the Company on August 6, 2021. The GHI Loan Agreement was paid in full subsequent
to the closing of the Tacora Loan Agreement on September 25, 2023..
Scheduled
maturities of the Company’s long-term debt, as they exist as of September 30, 2023, in each of the next five fiscal years and thereafter
are as follows:
Schedule of Long-term Debt Maturities
Fiscal years ending in | |
(in millions) | |
2023 | |
$ |
— | |
2024 | |
|
— | |
2025 | |
|
— | |
2026 | |
| — | |
2027 | |
| — | |
2028 and thereafter | |
| 2.1 | |
Total | |
$ | 2.1 | |
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v3.23.3
Stock-Based Compensation
|
9 Months Ended |
Sep. 30, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Stock-Based Compensation |
Note
8 — Stock-Based Compensation
We
have stock-based compensation awards consisting of stock options under the 2011 Incentive Plan, which is described in detail in our Annual
Report on Form 10-K for the year ended December 31, 2022. As of September 30, 2023, there are no remaining shares available for grant
under the 2011 Incentive Plan. No further shares were available for grant under any other stock incentive plan. The Company did not have
any stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022.
Stock
Options
The
following table summarizes our stock option activity:
Summary of Stock Option Activity
| |
Stock
Options | | |
Weighted
Average
Exercise
Price | |
Outstanding December 31, 2022 | |
| 1,360 | | |
$ | 106.00 | |
Outstanding September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
Exercisable as of September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
As
of September 30, 2023, options to purchase 1,360 shares are outstanding and exercisable, and the aggregate intrinsic value of all outstanding
stock options was $0.0 million. No options were granted or exercised during the three and nine months ended September 30, 2023.
As
of September 30, 2023, there is no unrecognized compensation expense related to outstanding stock options.
|
X |
- DefinitionThe entire disclosure for share-based payment arrangement.
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v3.23.3
Income Taxes
|
9 Months Ended |
Sep. 30, 2023 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
Note
9 — Income Taxes
For
interim income tax reporting, we are required to estimate our annual effective tax rate and apply it to year-to-date pre-tax income
(loss), excluding unusual or infrequently occurring discrete items. For the three months ended September 30, 2023 and 2022, we
recorded income tax of $0.0
million on a loss of $1.1
million and on a loss of $0.8 million, respectively. For the nine months ended September 30, 2023 and 2022, we recorded income tax
of $0.0
million on a loss of $3.3
million and on a loss of $2.3 million, respectively. The effective income tax rate for the three and nine months ended September 30,
2023 differs from the U.S. federal statutory rate of 21%
primarily due to a valuation allowance on various deferred tax assets.
The
Tacora and other transactions during the quarter did not create any limitations on the utilization of tax loss carryovers under Section
382 of the Internal Revenue Code.
We
file income tax returns in multiple jurisdictions that are subject to review by various U.S and state taxing authorities. Our U.S. federal
income tax returns for 2020 to present, and certain state returns from 2019 to present, are open to examination.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.3
Redeemable Preferred Stock and Restricted Stock Units
|
9 Months Ended |
Sep. 30, 2023 |
Redeemable Preferred Stock And Restricted Stock Units |
|
Redeemable Preferred Stock and Restricted Stock Units |
Note
10 — Redeemable Preferred Stock and Restricted Stock Units
On
September 25, 2023 (the “Closing Date”), the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”)
with Tacora. Pursuant to the terms of the Stock Purchase Agreement, on the Closing Date, the Company sold to Tacora 13,725 shares of
Series B Preferred Stock (the “Preferred Stock”), 7,500 Series 1 restricted stock units (the “Series 1 RSUs”),
and 15,000 Series 2 restricted stock units (the “Series 2 RSUs,” and together with the Series 1 RSUs, the “RSUs”).
The Preferred Stock was purchased for $1,000 per share, representing an aggregate sum of $13.7 million. The RSUs were purchased for $3.33
per unit, representing an aggregate sum of $0.1 million. Under the Stock Purchase Agreement and subject to the terms and conditions set
forth therein, Tacora also may purchase up to an additional 32,775 shares of Preferred Stock for aggregate consideration of $32.8 million
and up to an additional 17,500 Series 1 RSUs and 35,000 Series 2 RSUs, for aggregate consideration of $0.1 million. The additional shares
of Preferred Stock and the RSUs will be purchased and issued from time to time, proportionally, in connection with and as the Company
invests in certain approved transactions (as established in the Stock Purchase Agreement).
From
the Closing Date until 48 months after all shares of Preferred Stock issuable to Tacora under the Stock Purchase Agreement have been
issued, the Preferred Stock is entitled to receive cumulative dividend distributions at a rate of 8% per annum. Thereafter, the dividend
rate increases to 15.5% per annum. The holders of the Preferred Stock have no voting rights and the Preferred Stock is not convertible
into Common Stock.
Mandatory
Redemption of the Preferred Stock and RSUs
Each
share of Preferred Stock is redeemable for $1,000 per share, plus all accrued and unpaid dividends thereon. The Company may redeem the
Preferred Stock in part or in full at any time and from time to time; provided that the Company must redeem all of the issued and outstanding
shares of Preferred Stock on or prior to the sixth anniversary of the Closing Date.
Beginning
on the third anniversary of the Closing Date, Tacora has the right to surrender the Series 1 RSUs to the Company for a cash payment in
an amount equal to the product of (i) the then fair market value of a share of the Common Stock minus $164.95 (the estimated fair market
value of a share of the Common Stock on the Closing Date) multiplied by (ii) the number of Series 1 RSUs then being surrendered to the
Company. Tacora has a similar right to surrender the Series 2 RSUs beginning on the sixth anniversary of Closing Date for a cash payment
calculated in the same way. Neither the Company nor Tacora possess the right to deliver or demand that the RSUs be settled in Common
Stock. The RSUs do not provide Tacora with voting rights or rights to dividend equivalent payments.
The
Company concluded the Preferred Stock and RSUs are mandatorily redeemable financial instruments in accordance with ASC 480 and, as
such, must be classified as a liability, with preferred annual returns and any changes in redemption value being accrued and
recorded as interest expense. The Company measured each of these liabilities at fair value on the Closing Date. As of September 30,
2023, the Company marked each of these financial instruments to the respective redemption value of $13.7 million for the preferred stock and $0.1 million for the RSUs, which is reflected on the
consolidated balance sheets. The Company incurred $0.6
million of deferred issuance costs in relation to the issuance of the Preferred Stock, which is presented net of the Preferred Stock
liability and will be amortized over the estimated six-year term of the Preferred Stock. The Company did not incur material issuance
costs related to the RSUs. As of September 30, 2023, the RSUs do not have any redemption value and the maximum amount payable for the preferred
stock is $13.7 million.
|
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v3.23.3
Shareholders’ Equity
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Shareholders’ Equity |
Note
11 — Shareholders’ Equity
Treasury Stock
On
September 25, 2023, the Company redeemed from certain stockholders controlled by George Hall, a related party, a total of 7,578
shares of Common Stock of the Company for aggregate
consideration of $1.3
million. Pursuant to the terms of the Stock Purchase
Agreement entered into by the Company with Tacora on September 25, 2023 (see Note 10 – Redeemable Preferred Stock and Restricted
Stock Units above), the Company concurrently sold to Tacora 7,578
shares of Common Stock for aggregate proceeds
of $1.3
million.
On
November 14, 2016, our Board authorized a share repurchase program under which we may repurchase up to 2,500 shares of common stock,
from time to time, using a variety of methods, which may include open market transactions and privately negotiated transactions.
The
Company did not purchase any shares during the three months ended September 30, 2023 under the share repurchase program. Since the November
14, 2016 authorization, we have repurchased 780 shares of common stock for $0.3 million, and, as of September 30, 2023, we had remaining
authorization to repurchase 1,720 additional shares.
As
of September 30, 2023 and December 31, 2022, the Company has 2,927 shares of treasury stock, acquired at an average price of $8,496.47
per share.
Stock
Warrants
In
connection with the GHI Loan Agreement, the Company issued to GHI LLC, for $120,000, a Common Stock Purchase Warrant entitling GHI LLC
to purchase 4.8% of GLAE’s outstanding common stock, at the price of $0.01 per share, and a second Common Stock Purchase Warrant
entitling GHI LLC to purchase 5.2% of GLAE’s outstanding common stock, at the price of $169.62 per share. The second warrant is
automatically canceled if the Company consummates a Sale Transaction that is sourced other than by GHI LLC or its affiliates. A “Sale
Transaction” is a merger, consolidation, combination or similar transaction (in one or a series of related transactions), such
that the beneficial owners of shares of Company common stock immediately prior to the transaction or transactions will, immediately after
such transaction or transactions, beneficially own less than a majority of the shares of common stock or outstanding equity of the surviving
corporation (on a fully diluted basis). Each warrant expires August 2, 2026, is exercisable net of proceeds received; entitles its holder
to receive certain distributions on the Company’s common stock, as if the warrant had been exercised; and bears registration rights
respecting the underlying common stock. The first warrant purports to give its holder voting rights, as if the warrant had been exercised.
The sale was exempt from registration under the Securities Act pursuant to Sec. 4(a)(2), as not involving any public offering, because
no general solicitation was involved, and GHI LLC is an accredited professional investor, which agreed to accept restricted securities.
In connection with the Stock Purchase Agreement, the second Common Stock Purchase Warrant entitling GHI LLC to purchase 5.2% of GLAE’s
outstanding common stock was cancelled. See Note 10 – Redeemable Preferred Stock and Restricted Stock Units for more information
on the Stock Purchase Agreement.
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v3.23.3
Segment Information
|
9 Months Ended |
Sep. 30, 2023 |
Segment Reporting [Abstract] |
|
Segment Information |
Note
12 — Segment Information
On
September 29, 2023, GlassBridge purchased MSRs and assumed related obligations from Greenway. Under the transaction, GlassBridge acquired
the MSRs and title to 2,009 fixed rate residential Mortgage Loans with an aggregate value of approximately $435 Million, for a total
purchase price of $6.1
million. The Company intends to create a separate
reportable segment from the asset management business.
We
evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and
other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated
results. The corporate and unallocated operating loss includes costs that are not allocated to the business segments in management’s
evaluation of segment performance, such as litigation settlement expense, corporate expense and other expenses.
Net
revenue, operating loss from operations and assets by segment were as follows (unaudited):
Schedule
of net revenue, operating loss from operations and assets
| |
| | |
| | |
| | |
| |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(In millions) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net revenue | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
$ | — | | |
$ | — | | |
$ | 0.1 | | |
$ | — | |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total net revenue | |
| — | | |
| — | | |
| 0.1 | | |
| — | |
Operating loss from operations | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total segment operating loss | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Corporate and unallocated | |
| (0.6 | ) | |
| (0.3 | ) | |
| (2.1 | ) | |
| (1.2 | ) |
Total operating loss | |
| (1.0 | ) | |
| (0.7 | ) | |
| (3.1 | ) | |
| (2.3 | ) |
Interest expense | |
| — | | |
| (0.1 | ) | |
| (0.2 | ) | |
| (0.2 | ) |
Other income, net | |
| (0.1 | ) | |
| — | | |
| — | | |
| 0.2 | |
| |
| | |
| |
| |
September 30, | | |
December 31, | |
(In millions) | |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
Assets | |
| | | |
| | |
Asset management business | |
$ | 13.4 | | |
$ | 13.5 | |
Mortgage servicing business | |
| 6.1 | | |
| — | |
Total segment assets | |
| 19.5 | | |
| 13.5 | |
Corporate and unallocated | |
| 3.8 | | |
| 1.1 | |
Total consolidated assets | |
$ | 23.3 | | |
$ | 14.6 | |
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v3.23.3
Litigation, Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Litigation, Commitments and Contingencies |
Note
13 — Litigation, Commitments and Contingencies
Plaintiff Cypress Holdings, III L.P. (“Cypress”) filed an action against the Company
in New York Supreme Court, which was removed to the United States District Court, Southern District of New York, on February 14, 2022,
captioned Cypress Holdings, III L.P. v. Sport-BLX, Inc. et al., 1:22-cv-01243-LGS (S.D.N.Y.). In its Second Amended Complaint, Cypress
purports to assert claims against SportBLX, Mr. Hall, and Mr. De Perio for securities fraud and related issues and seeks compensatory
damages, punitive damages and attorneys’ fees, in connection with solicitations of investments in SportBLX. Cypress also purports
to allege that the Company is liable for unjust enrichment, tortious interference with contract, aiding and abetting a breach of fiduciary
duty and minority shareholder oppression. Cypress also purports to assert claims against Messrs. Strauss and Ruchalski for breach of
fiduciary duty and corporate waste, as well as additional claims against Clinton Group Inc., Cesar Baez, Christopher Johnson, and Sport-BLX
Securities, Inc. arising from solicitations of investments in SportBLX.
The
Company along with Messrs. Strauss and Ruchalski, intend to defend themselves vigorously. As of December 31, 2021, GlassBridge Enterprises,
Inc. sold all of its interest in SportBLX and SportBLX ceased to be a subsidiary.
As
of September 30, 2023, the Company believes that an outcome resulting in a loss is remote and does not have any accruals related to the
matter.
Jimmie
D. Dean and Evelyn Dean filed an action against the Company and dozens of other defendants in the 12th Judicial Circuit Court, St. Clair
County Illinois (23 LA 0395) asserting claims related to asbestos. Plaintiff alleged that the Company negligently constructed and/or
maintained its premises and that Plaintiff was wrongfully exposed to asbestos-containing products while on its premises. Plaintiff further
alleged that such activity was a direct and proximate cause of his development and contraction of an asbestos-related disease, including
Lung Cancer. Damages alleged are in excess of $50,000.
The
claim was being made against the Company due to its acquisition of certain assets of Memorex International Inc. in 2006. Such acquisition
specifically excluded any undisclosed and contingent liabilities including any litigation that was commenced after closing, and on September
11, 2023, the Company was dismissed as a defendant to the action.
Indemnification
Obligations
In
the normal course of business, we periodically enter into agreements that incorporate general indemnification language. Performance under
these indemnities would generally be triggered by a breach of terms of the contract or by a supportable third-party claim. There has
historically been no material losses related to such indemnifications. As of September 30, 2023 and December 31, 2022, estimated liability
amounts associated with such indemnifications were not material.
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- DefinitionThe entire disclosure for legal proceedings, legal contingencies, litigation, regulatory and environmental matters and other contingencies.
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v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Note
14 — Fair Value Measurements
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly
transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon
the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of
unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets
that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or
liability. Level 3 measurements include significant unobservable inputs. A financial instrument’s level within the hierarchy is
based on the highest level of any input that is significant to the fair value measurement. The Company measures certain assets and liabilities
at their estimated fair value on a recurring basis, including cash and cash equivalents and investments in marketable securities.
The
following outlines the Company’s financial instruments measured at fair value on a recurring basis at September 30, 2023 and December
31, 2022, respectively (in millions):
Schedule of Investments Measured at Fair Value
| |
Hierarchy | |
September 30, 2023 | | |
December 31, 2022 | |
| |
| |
| | |
| |
Marketable securities | |
Level 1 | |
$ | 1.0 | | |
$ | — | |
Mortgage servicing rights (1) | |
Level 3 | |
$ | 6.1 | | |
$ | — | |
|
(1) |
The
unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost
to service, which were 12.5%,
3.88%,
and $81.00
per year per loan, respectively, as of September
30, 2023. The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the
fair value measurement. |
The
Company’s mortgage servicing rights (“MSRs”) fall under Level 3 measurements as the fair value of the MSRs is calculated
using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the MSRs include
mortgage prepayment rates, discount rates and cost to service.
The
following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements,
with gains and losses from the changes in fair value reflected in financial services revenue on our condensed consolidated statements
of operations (in millions):
Schedule
of Reconciliation Fair Value in Financial Service
| |
| | |
| | |
| | |
| |
| |
Three Months Ended
September 23, | | |
Nine Months Ended
September 23, | |
Mortgage Servicing Rights | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Beginning of Period | |
$ |
— | | |
$ |
— | | |
$ |
— | | |
$ |
— | |
Acquired | |
| 6.1 | | |
| — | | |
| 6.1 | | |
| — | |
Originations | |
| — | | |
| — | | |
| — | | |
| — | |
Settlements | |
| — | | |
| — | | |
| — | | |
| — | |
Changes in Fair Value | |
| — | | |
| — | | |
| — | | |
| — | |
End of Period | |
$ | 6.1 | | |
$ | — | | |
$ | 6.1 | | |
$ | — | |
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v3.23.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note
15 — Related Party Transactions
On
September 25, 2023, the Company redeemed from certain stockholders controlled by George Hall, a related party, a total of 7,578 shares
of common stock of the Company for aggregate consideration of $1.3 million, which the Company sold to Tacora for aggregate proceeds of
$1.3 million. See Note 10 – Redeemable Preferred Stock and Restricted Stock Units for more information.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note
16 — Subsequent Events
The Company has evaluated
subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred
that would require adjustments to our disclosures in the consolidated financial statements.
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v3.23.3
Income (Loss) per Common Share (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Earnings Per Share [Abstract] |
|
Schedule of Computation of Weighted Average Basic and Diluted Income (Loss) Per Share |
The
following table sets forth the computation of weighted average basic and diluted income per share (unaudited):
Schedule of Computation of Weighted Average Basic and Diluted Income (Loss) Per Share
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(Dollars in millions, except for per share amounts) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss available for common stockholders | |
$ | (1.1 | ) | |
$ | (0.8 | ) | |
$ | (3.3 | ) | |
$ | (2.3 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | | |
| 26.4 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share – basic and diluted | |
$ | (41.67 | ) | |
$ | (30.30 | ) | |
$ | (125.00 | ) | |
$ | (87.12 | ) |
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v3.23.3
Debt (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of Debt and Notes Payable |
Debt
and notes payable consists of the following:
Schedule of Debt and Notes Payable
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
| |
(in millions) | |
Tacora note payable | |
$ | 1.9 | | |
$ | — | |
GHI LLC note payable | |
| — | | |
| 3.7 | |
Other liabilities | |
| 0.2 | | |
| 0.2 | |
Total long term debt | |
$ | 2.1 | | |
$ | 3.9 | |
|
Schedule of Long-term Debt Maturities |
Scheduled
maturities of the Company’s long-term debt, as they exist as of September 30, 2023, in each of the next five fiscal years and thereafter
are as follows:
Schedule of Long-term Debt Maturities
Fiscal years ending in | |
(in millions) | |
2023 | |
$ |
— | |
2024 | |
|
— | |
2025 | |
|
— | |
2026 | |
| — | |
2027 | |
| — | |
2028 and thereafter | |
| 2.1 | |
Total | |
$ | 2.1 | |
|
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v3.23.3
Stock-Based Compensation (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Summary of Stock Option Activity |
The
following table summarizes our stock option activity:
Summary of Stock Option Activity
| |
Stock
Options | | |
Weighted
Average
Exercise
Price | |
Outstanding December 31, 2022 | |
| 1,360 | | |
$ | 106.00 | |
Outstanding September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
Exercisable as of September 30, 2023 | |
| 1,360 | | |
$ | 106.00 | |
|
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v3.23.3
Segment Information (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Segment Reporting [Abstract] |
|
Schedule of net revenue, operating loss from operations and assets |
Net
revenue, operating loss from operations and assets by segment were as follows (unaudited):
Schedule
of net revenue, operating loss from operations and assets
| |
| | |
| | |
| | |
| |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
(In millions) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net revenue | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
$ | — | | |
$ | — | | |
$ | 0.1 | | |
$ | — | |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total net revenue | |
| — | | |
| — | | |
| 0.1 | | |
| — | |
Operating loss from operations | |
| | | |
| | | |
| | | |
| | |
Asset management business | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Mortgage servicing business | |
| — | | |
| — | | |
| — | | |
| — | |
Total segment operating loss | |
| (0.4 | ) | |
| (0.4 | ) | |
| (1.0 | ) | |
| (1.1 | ) |
Corporate and unallocated | |
| (0.6 | ) | |
| (0.3 | ) | |
| (2.1 | ) | |
| (1.2 | ) |
Total operating loss | |
| (1.0 | ) | |
| (0.7 | ) | |
| (3.1 | ) | |
| (2.3 | ) |
Interest expense | |
| — | | |
| (0.1 | ) | |
| (0.2 | ) | |
| (0.2 | ) |
Other income, net | |
| (0.1 | ) | |
| — | | |
| — | | |
| 0.2 | |
| |
| | |
| |
| |
September 30, | | |
December 31, | |
(In millions) | |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
Assets | |
| | | |
| | |
Asset management business | |
$ | 13.4 | | |
$ | 13.5 | |
Mortgage servicing business | |
| 6.1 | | |
| — | |
Total segment assets | |
| 19.5 | | |
| 13.5 | |
Corporate and unallocated | |
| 3.8 | | |
| 1.1 | |
Total consolidated assets | |
$ | 23.3 | | |
$ | 14.6 | |
|
X |
- DefinitionTabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
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v3.23.3
Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of Investments Measured at Fair Value |
The
following outlines the Company’s financial instruments measured at fair value on a recurring basis at September 30, 2023 and December
31, 2022, respectively (in millions):
Schedule of Investments Measured at Fair Value
| |
Hierarchy | |
September 30, 2023 | | |
December 31, 2022 | |
| |
| |
| | |
| |
Marketable securities | |
Level 1 | |
$ | 1.0 | | |
$ | — | |
Mortgage servicing rights (1) | |
Level 3 | |
$ | 6.1 | | |
$ | — | |
|
(1) |
The
unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost
to service, which were 12.5%,
3.88%,
and $81.00
per year per loan, respectively, as of September
30, 2023. The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the
fair value measurement. |
|
Schedule of Reconciliation Fair Value in Financial Service |
Schedule
of Reconciliation Fair Value in Financial Service
| |
| | |
| | |
| | |
| |
| |
Three Months Ended
September 23, | | |
Nine Months Ended
September 23, | |
Mortgage Servicing Rights | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Beginning of Period | |
$ |
— | | |
$ |
— | | |
$ |
— | | |
$ |
— | |
Acquired | |
| 6.1 | | |
| — | | |
| 6.1 | | |
| — | |
Originations | |
| — | | |
| — | | |
| — | | |
| — | |
Settlements | |
| — | | |
| — | | |
| — | | |
| — | |
Changes in Fair Value | |
| — | | |
| — | | |
| — | | |
| — | |
End of Period | |
$ | 6.1 | | |
$ | — | | |
$ | 6.1 | | |
$ | — | |
|
X |
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v3.23.3
Schedule of Computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Earnings Per Share [Abstract] |
|
|
|
|
Net loss available for common stockholders |
$ (1.1)
|
$ (0.8)
|
$ (3.3)
|
$ (2.3)
|
Weighted average number of common shares outstanding during the period - basic |
26,400
|
26,400
|
26,400
|
26,400
|
Weighted average number of common shares outstanding during the period - diluted |
26,400
|
26,400
|
26,400
|
26,400
|
Net loss per common share - basic |
$ (41.67)
|
$ (30.30)
|
$ (125.00)
|
$ (87.12)
|
Net loss per common share - diluted |
$ (41.67)
|
$ (30.30)
|
$ (125.00)
|
$ (87.12)
|
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Debt (Details Narrative) - USD ($)
|
9 Months Ended |
|
|
Sep. 30, 2023 |
Sep. 25, 2023 |
Aug. 06, 2021 |
Tacora Capital LP [Member] |
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
Debt instrument, face amount |
$ 100,000
|
|
|
Debt interest bear percentage |
11.00%
|
|
|
Tacora Loan Agreement [Member] | Tacora Capital LP [Member] |
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
Debt instrument, face amount |
|
$ 2,000,000.0
|
|
Debt interest bear percentage |
8.00%
|
|
|
Debt issuance cost |
$ 100,000
|
|
|
GHI Loan Agreement [Member] | Gazellek Holdings I, LLC [Member] |
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
Debt instrument, face amount |
|
|
$ 3,500,000
|
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v3.23.3
Redeemable Preferred Stock and Restricted Stock Units (Details Narrative) - USD ($) $ / shares in Units, $ in Millions |
|
9 Months Ended |
Sep. 25, 2023 |
Sep. 25, 2023 |
Sep. 30, 2023 |
Aggregate consideration |
|
|
$ (1.3)
|
Preferred dividend rate |
|
|
8.00%
|
Surrender of shares, description |
|
|
fair market value of a share of the Common Stock minus $164.95 (the estimated fair market
value of a share of the Common Stock on the Closing Date) multiplied by (ii) the number of Series 1 RSUs then being surrendered to the
Company
|
Deferred issuance costs |
|
|
$ 0.6
|
Convertible Preferred Stock Subject to Mandatory Redemption [Member] |
|
|
|
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares |
|
|
13.7
|
Restricted Stock Units (RSUs) [Member] |
|
|
|
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares |
|
|
$ 0.1
|
Maximum [Member] |
|
|
|
Preferred dividend rate |
|
|
15.50%
|
Maximum [Member] | Convertible Preferred Stock Subject to Mandatory Redemption [Member] |
|
|
|
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares |
|
|
$ 13.7
|
Restricted Stock Units (RSUs) [Member] |
|
|
|
Preferred stock redeemable per share |
$ 3.33
|
$ 3.33
|
|
Aggregate sum consideration |
$ 13.7
|
$ 0.1
|
|
Restricted Stock [Member] |
|
|
|
Aggregate consideration |
|
$ 0.1
|
|
Preferred Stock [Member] |
|
|
|
Preferred stock redeemable per share |
$ 1,000
|
$ 1,000
|
|
Preferred Stock [Member] | Stock Purchase Agreement [Member] |
|
|
|
Number of shares issued |
32,775
|
|
|
Aggregate consideration |
$ 32.8
|
|
|
Series B Preferred Stock [Member] |
|
|
|
Preferred stock, shares issued |
13,725
|
|
|
Series 1 Restricted Stock [Member] |
|
|
|
Preferred stock, shares issued |
7,500
|
|
|
Number of shares issued |
17,500
|
|
|
Series2 Restricted Stock [Member] |
|
|
|
Preferred stock, shares issued |
15,000
|
|
|
Number of shares issued |
35,000
|
|
|
Redeemable Preferred Stock [Member] |
|
|
|
Preferred stock redeemable per share |
|
|
$ 1,000
|
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v3.23.3
Shareholders’ Equity (Details Narrative) - USD ($)
|
|
|
|
9 Months Ended |
12 Months Ended |
Sep. 25, 2023 |
Sep. 25, 2023 |
Aug. 06, 2021 |
Nov. 14, 2016 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Stock issued during period, value, new issues |
|
|
|
|
$ (1,300,000)
|
|
Restricted Stock Units (RSUs) [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Sale of Stock, Consideration Received on Transaction |
$ 13,700,000
|
$ 100,000
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Stock issued during period, value, new issues |
$ 1,300,000
|
|
|
|
|
|
Sale of Stock, Number of Shares Issued in Transaction |
|
|
|
|
7,578
|
|
Sale of Stock, Consideration Received on Transaction |
|
$ 1,300,000
|
|
|
|
|
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
7,578
|
|
|
|
|
|
Treasury Stock, Common [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
7,578
|
|
Stock issued during period, value, new issues |
|
|
|
|
$ (1,300,000)
|
|
Purchase of treasury stock, shares |
|
|
|
2,500
|
780
|
|
Purchase of treasury stock, value |
|
|
|
|
$ 300,000
|
|
Additional number of shares authorized to repurchased |
|
|
|
|
1,720
|
|
Purchase of treasury stock |
|
|
|
|
2,927
|
2,927
|
Average price per share of treasury stock acquired |
|
|
|
|
$ 8,496.47
|
$ 8,496.47
|
Common Stock Warrant [Member] | Gazellek Holdings I, LLC [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Stock issued during period, value, new issues |
|
|
$ 120,000
|
|
|
|
Percentage of outstanding stock |
|
|
4.80%
|
|
|
|
Shares price |
|
|
$ 0.01
|
|
|
|
Warrant maturity dtate |
|
|
Aug. 02, 2026
|
|
|
|
Purchase warrant agreement percentage |
|
|
5.20%
|
|
|
|
Second Common Stock Warrant [Member] | Gazellek Holdings I, LLC [Member] |
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
Percentage of outstanding stock |
|
|
5.20%
|
|
|
|
Shares price |
|
|
$ 169.62
|
|
|
|
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v3.23.3
Related Party Transactions (Details Narrative) - USD ($) $ in Millions |
|
9 Months Ended |
|
Sep. 25, 2023 |
Sep. 25, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Related Party Transaction [Line Items] |
|
|
|
|
|
Common stock, shares, issued |
|
|
28,097
|
|
28,097
|
Proceeds from issuance of common stock |
|
|
$ 1.3
|
|
|
Common Stock [Member] | Related Party [Member] |
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
Common stock aggregate consideration |
$ 1.3
|
|
|
|
|
Proceeds from issuance of common stock |
|
$ 1.3
|
|
|
|
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | Related Party [Member] |
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
Common stock, shares, issued |
7,578
|
7,578
|
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GlassBridge Enterprises (CE) (USOTC:GLAE)
Historical Stock Chart
From Jul 2024 to Aug 2024
GlassBridge Enterprises (CE) (USOTC:GLAE)
Historical Stock Chart
From Aug 2023 to Aug 2024