together with its subsidiaries, managed funds and accounts and affiliated holding companies (other than Oaktree Capital Group, LLC and its direct or indirect subsidiaries and any managed funds and accounts managed by any such subsidiary) (“ Brookfield ”) shall be deemed not to be “Affiliates” of OMH or Oaktree for any purpose hereunder, but for the avoidance of doubt, Brookfield shall be deemed an affiliate of Oaktree and OMH under the terms of the SPA and the form of warrant attached as an exhibit thereto as defined for the limited purposes specified therein. ![]() Notwithstanding the foregoing: (a) both prior to and following the Closing, OMH, Oaktree, and JV shall be deemed Affiliates of each other, and, following the Closing, OMH, Oaktree, JV and MAV shall be deemed Affiliates of each other, (b) prior to the Closing, Ocwen, PMC and MAV shall be deemed Affiliates of each other, but following the Closing, Ocwen and PMC shall not be deemed Affiliates of MAV, and (c) Brookfield Asset Management Inc. (a) “ Affiliate ” means, with respect to any Person, any Person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. ![]() WHEREAS, in furtherance of the foregoing, attached hereto as (i) Exhibit A is the form of that certain Amended & Restated Limited Liability Company Agreement of MAV Canopy Holdco I, LLC, a Delaware limited liability company (the “ JV ”) by and among the JV, Ocwen and OMH (the “ OA ”), (ii) Exhibit B is the form of that certain Contribution Agreement (“ CA ”) by and among OMH, Ocwen and the JV pursuant to which Ocwen will contribute, or cause to be contributed, all of the equity interests of MSR Asset Vehicle LLC (the “ MAV ”) to the JV, (iii) Exhibit C is the form of that certain Subservicing Agreement (the “ SSA ”) by and between PHH Mortgage Corporation (“ PMC ”) and MAV, (iv) Exhibit D is the form of that certain Administrative Services Agreement (the “ ASA ”) by and between Ocwen and MAV, (v) Exhibit E is the form of that certain Joint Marketing Agreement (the “ JMA ”) by and between PMC and MAV, (vi) Exhibit F is the form of that certain Flow Servicing Rights Purchase and Sale Agreement (Recapture) (the “ RA ”) by and between PMC and MAV, (vi) Exhibit G is the form of that certain Indemnity Agreement (the “ IA ”) by and among MAV, the JV, Ocwen and PMC, and (vii) Exhibit H is the form of that certain Securities Purchase Agreement (“ SPA ”) by and between Opps OCW Holdings, LLC, a Delaware limited liability company (“ Opps OCW Holdings ”) and ROF8 OCW MAV PT, LLC, a Delaware limited liability company (together with Opps OCW Holdings, the “ Oaktree Purchaser ”) and Ocwen and
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