Item 1.02. Termination of a Material Definitive Agreement
On September 23, 2022, the Company, decided to reduce its funding capacity based
on current and projected mortgage loan originations by exercising its right to
prepay in full its 2021-1 Securitization Facility (as defined below) and
terminating (a) its Master Repurchase Agreement, dated as of February 2, 2021
(as amended by Amendment Number One to Master Repurchase Agreement, dated as of
May 2, 2022, and as further amended, supplemented and otherwise modified as of
the date hereof, the "MRA"), between Mello Warehouse Securitization Trust 2021-1
("MWST 2021-1"), as buyer, and the Company, as seller; (b) its Indenture, dated
as of February 2, 2021 (the "Indenture"), between MWST 2021-1, as issuer, the
Company, as servicer, and U.S. Bank Trust Company, National Association, as
successor in interest to U.S. Bank National Association, as indenture trustee,
and U.S. Bank National Association, as standby servicer and initial securities
intermediary; and (c) certain ancillary agreements (together with the Indenture
and the MRA, the "2021-1 Securitization Facility").
Pursuant to the Indenture, the MWST 2021-1 initially issued $500 million of
notes (the "MWST Notes"). The MWST Notes were backed by a revolving warehouse
line of credit, secured by newly originated, first-lien, fixed rate or
adjustable rate, residential mortgage loans which are originated in accordance
with the criteria of Fannie Mae or Freddie Mac for the purchase of mortgage
loans or in accordance with the criteria of Ginnie Mae for the guarantee of
securities backed by mortgage loans and other eligibility criteria set forth in
the MRA.
No borrowings are currently outstanding under the 2021-1 Securitization Facility
and the Company did not incur any termination penalties as a result of the
termination of the 2021-1 Securitization Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is hereby incorporated in this Item
2.03 by reference.
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