Agency Maintenance Liberties means Servicing Rights of Borrower with respect to Mortgage Financings that are subject to an Agency MBS or are owned by or administered by an Agency.

Standard means an event, condition or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

Ginnie Mae Maintenance Legal rights means Servicing Rights of Borrower with respect to Mortgage Loans that are subject to a mortgage-backed security guaranteed by Ginnie Mae or are owned by or administered by Ginnie Mae.

Market value means, with respect to any Asset as of any date of determination, and without duplication, the fair market value of such Asset on such date as reasonably determined by Lender (or an Affiliate thereof).

Requirement of Law means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other governmental authority, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Section 2.01 Loan.(a) (a) Subject to the terms and conditions hereof, Lender agrees to make the Loan to Borrower in the principal amount outstanding at any one time not to exceed the Maximum Loan Amount. During the Commitment Period, Borrower may utilize the Commitment by requesting Loan Advances, Borrower may repay the Loan in whole or in part at any time during such period, and additional Loan Advances may be made loans Montgomery all in accordance with the terms and conditions hereof. Notwithstanding the foregoing, Lender shall have no commitment or obligation to make any Loan Advance in connection with pledged Participation Certificates to the extent such Loan Advance exceeds the lesser of (i) the Maximum Loan Amount and (ii) the Borrowing Base.

Section 2.05 Credit Legs Deficiencies. (a) If at any time the aggregate outstanding amount of Loan Advances made in connection with Participation Certificates exceeds the Borrowing Base in effect at such time, as determined by Lender (such excess, a Borrowing Foot Lack), then Lender may by notice to Borrower require Borrower to transfer to Lender cash in an amount at least equal to the Borrowing Base Deficiency (such requirement, a Margin Name).

(iv) fourth, any remainder used in the region of priority given in the Parts 5.03 and you may six.03 of your Learn Give Acquisition Contract.

Borrower believes to mark their computers ideas and you will tapes to facts the fresh passion supplied to Financial hereunder

Section 2.11 Fees. (a) Any and all payments by Borrower under or in respect of this Agreement or any other Loan Documents to which Borrower is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, Taxes), unless required by law. 10 and this Section 2.11, any assignee, successor or participant), (i) Borrower shall make all such deductions and withholdings in respect of Taxes, (ii) Borrower shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Borrower shall be increased as may be necessary so that after Borrower has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 2.11) such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Omitted Taxation. For purposes of this Agreement the term Non-Excluded Taxes are Taxes other than, in the case of Lender, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Lender is organized or of its Applicable Lending Office, or any political subdivision thereof, unless such Taxes are imposed as a result of Lender having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Loan Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

Section 3.02 Licenses. Borrower is duly licensed or is otherwise qualified in each jurisdiction in which it transacts business for the business which it conducts and is not in default of any applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect and is not in default of such state’s applicable laws, rules and regulations. Borrower has the requisite power and authority and legal right to own, sell and grant a lien on all of its right, title and interest in and to the Collateral. Borrower has the requisite power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, each Loan Document to which it is a party and any Notice of Borrowing.

Section 3.09 Real and you will Over Disclosure. All information, reports, exhibits, schedules, financial statements or certificates of Borrower or any Affiliate thereof or any of their officers furnished or to be furnished to Lender in connection with the initial or any ongoing due diligence of Borrower or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Loan Documents are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP (other than monthly financial statements solely with respect to footnotes, year-end adjustments and cash flow statements).

When you look at the Witness WHEREOF, Debtor and Lender has actually triggered it Loan and you can Cover Arrangement so you can become conducted and you can delivered of the the duly authorized officials otherwise trustees by the fresh time basic above written

Section 3.17 Chief executive Work environment; Jurisdiction off Team. On the date hereof, Borrower’s chief executive office, is, and has been, located at 6101 Condor Drive, Moorpark, CA 93021. On the Closing Date, Borrower’s jurisdiction of organization is the State of Delaware. Borrower shall provide Lender with thirty days advance notice of any change in Borrower’s principal office or place of business or jurisdiction. Borrower has no trade name. During the preceding five years, Borrower has not been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

(b) Borrower hereby assigns, guarantees and you can provides a protection demand for all of the correct, term and you may need for, in order to and underneath the Guarantee in order to Lender to help you support the Personal debt.