Common use of Borrowing Base Conformity Clause in Contracts

Borrowing Base Conformity. (1) In support of its obligation to repay Standard Loans and Swing Line Loans, the Company shall cause the Collateral Value of the Warehouse Borrowing Base to be not less than, at any date, the aggregate principal amount of Standard Loans and Swing Line Loans outstanding on such date (including any Standard Loans and Swing Line Loans to be funded on such date but excluding Loans which will be repaid with proceeds of Loans to be advanced on such date). (2) In support of its obligations to repay Gestation Loans hereunder, the Company shall cause the Collateral Value of the Gestation Loans Borrowing Base to be not less than, at any date, the aggregate principal amount of Gestation Loans outstanding on such date, including any Gestation Loans to be funded on such date. (3) The Company shall promptly prepay, upon telephonic demand by the Administrative Agent: (i) Standard Loans and/or Swing Line Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Warehouse Borrowing Base, as determined pursuant to subparagraph (1) above, and (ii) Gestation Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Gestation Loans Borrowing Base, as determined pursuant to subparagraph (2) above. (4) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(i) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Standard Loans or Swing Line Loans, the Company may deliver to the Collateral Agent additional Eligible Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (1) above. (5) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(ii) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Gestation Loans, the Company may deliver to the Collateral Agent additional Eligible Gestation Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (2) above.

Borrowing Base Conformity. (1) In support of its their obligation to repay Standard Warehouse Loans and Swing Line Loans, the Company Borrowers shall cause the Collateral Value of the Warehouse Borrowing Base to be not less than, at any date, the aggregate principal amount of Standard Warehouse Loans and Swing Line Loans outstanding on such date (including any Standard Warehouse Loans and Swing Line Loans to be funded on such date but excluding any Warehouse Loans and Swing Line Loans which will be repaid with proceeds of any Loans to be advanced funded on such date). The Borrowers shall further cause the sum of the aggregate Unit Collateral Values of all Mortgage-Backed Securities included in the Warehouse Borrowing Base to be not less than the sum of the aggregate outstanding amount of the Loans advanced for the account of AHMIC. (2) In support of its their obligations to repay Gestation Servicing Rights Loans hereunder, the Company Borrowers shall cause the Collateral Value of the Gestation Loans Servicing Rights Borrowing Base to be not less than, at any date, the aggregate principal amount of Gestation Servicing Rights Loans outstanding on such date, date (including any Gestation Servicing Rights Loans to be funded on such date but excluding any Servicing Rights Loans which will be repaid with proceeds of any Loans to be funded on such date). (3) In support of their obligations to repay Working Capital Loans hereunder, the Borrowers shall cause the Collateral Value of the Working Capital Borrowing Base to be not less than, at any date, the aggregate principal amount of Working Capital Loans outstanding on such date (including any Working Capital Loans to be funded on such date but excluding any Working Capital Loans which will be repaid with proceeds of any Loans to be funded on such date). (4) The Company Borrowers shall promptly (and in any event no later than one Business Day after such demand) prepay, upon telephonic demand by the Administrative Agent: (i) Standard Warehouse Loans and/or Swing Line Loans to the Administrative Agent on behalf of the Lenders or the Swing Line Lender, as the case may be, on any day in the amount of any shortfall in the Collateral Value of the Warehouse Borrowing Base or the aggregate Unit Collateral Values of the Eligible Mortgage-Backed Securities included in the Warehouse Borrowing Base, as determined pursuant to subparagraph (1) above, (ii) Servicing Rights Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Warehouse Servicing Rights Borrowing Base, as determined pursuant to subparagraph (12) aboveabove (including after any of the Servicing Rights Loans are converted to a term loan pursuant to Paragraph 2(d)), and (iiiii) Gestation Working Capital Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Gestation Loans Working Capital Borrowing Base, as determined pursuant to subparagraph (23) above. (4) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(i) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Standard Loans or Swing Line Loans, the Company may deliver to the Collateral Agent additional Eligible Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (1) above. (5) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(ii) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Gestation Loans, the Company may deliver to the Collateral Agent additional Eligible Gestation Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (2) above.

Borrowing Base Conformity. (1) In support of its their obligation to repay Standard Warehouse Loans and Swing Line Loans, the Company Borrowers shall cause the Collateral Value of the Warehouse Borrowing Base to be not less than, at any date, the aggregate principal amount of Standard Warehouse Loans and Swing Line Loans outstanding on such date (including any Standard Warehouse Loans and Swing Line Loans to be funded on such date but excluding any Warehouse Loans and Swing Line Loans which will be repaid with proceeds of any Loans to be advanced funded on such date). (2) In support of its their obligations to repay Gestation Servicing Rights Loans hereunder, the Company Borrowers shall cause the Collateral Value of the Gestation Loans Servicing Rights Borrowing Base to be not less than, at any date, the aggregate principal amount of Gestation Servicing Rights Loans outstanding on such date, date (including any Gestation Servicing Rights Loans to be funded on such date but excluding any Servicing Rights Loans which will be repaid with proceeds of any Loans to be funded on such date). (3) In support of their obligations to repay Working Capital Loans hereunder, the Borrowers shall cause the Collateral Value of the Working Capital Borrowing Base to be not less than, at any date, the aggregate principal amount of Working Capital Loans outstanding on such date (including any Working Capital Loans to be funded on such date but excluding any Working Capital Loans which will be repaid with proceeds of any Loans to be funded on such date). (4) The Company Borrowers shall promptly (and in any event no later than one Business Day after such demand) prepay, upon telephonic demand by the Administrative Agent: (i) Standard Warehouse Loans and/or Swing Line Loans to the Administrative Agent on behalf of the Lenders or the Swing Line Lender, as the case may be, on any day in the amount of any shortfall in the Collateral Value of the Warehouse Borrowing Base, as determined pursuant to subparagraph (1) above, and (ii) Gestation Servicing Rights Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Gestation Loans Servicing Rights Borrowing Base, as determined pursuant to subparagraph (2) above (including after any of the Servicing Rights Loans are converted to a term loan pursuant to Paragraph 2(d)), and (iii) Working Capital Loans to the Administrative Agent on behalf of the Lenders on any day in the amount of any shortfall in the Collateral Value of the Working Capital Borrowing Base, as determined pursuant to subparagraph (3) above. (45) If, but only if, at such time as the Company Borrowers shall be required to prepay Loans under subparagraphs subparagraph (3)(i4)(i) of this Paragraph 5(d6(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Standard Warehouse Loans or Swing Line Loans, the Company Borrowers may deliver to the Collateral Agent additional Eligible Mortgage Loans with an aggregate Unit Collateral Value such that the Company Borrowers shall be in compliance with the requirement of subparagraph (1) above. (5) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(ii) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Gestation Loans, the Company may deliver to the Collateral Agent additional Eligible Gestation Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (2) above.

Borrowing Base Conformity. (1) In support of its obligation to repay Standard Loans and Swing Line Loans, the Company shall cause the Collateral Value of the Warehouse Borrowing Base and, if so required by the Majority Lenders in writing from time to time in their sole and absolute discretion, the Fair Market Value of the Borrowing Base, to be not less than, at any date, the aggregate principal amount of Standard outstanding Loans and Swing Line Loans outstanding on such date (including any Standard Loans and Swing Line Loans to be funded on such date but excluding Loans which will be repaid with proceeds of Loans to be advanced on such date)Funding Checks outstanding. (2) In support of its obligations obligation to repay Gestation Loans hereunderTranche D Loans, the Company shall cause the Collateral Value of the Gestation Loans Borrowing Base consisting of Eligible Shipped Mortgage Loans and Eligible Gestation Mortgage Loans to be not less than, at any date, the aggregate principal amount of Gestation Loans all outstanding on such date, including any Gestation Loans to be funded on such dateTranche D Loans. (3) The Company shall promptly prepay, upon telephonic demand by immediately prepay the Administrative Agent: (i) Standard Loans and/or Swing Line applicable Loans to the Administrative Agent on behalf of the Lenders Lenders, upon telephonic demand by the Administrative Agent, on any day in the amount by which (i) the aggregate principal amount of any shortfall in outstanding Loans and Funding Checks exceeds the Collateral Value limitation of the Warehouse Borrowing Base, as determined pursuant to subparagraph (1) above, above and (ii) Gestation Loans to the Administrative Agent on behalf of the Lenders on any day in the aggregate principal amount of any shortfall in outstanding Tranche D Loans exceeds the Collateral Value limitation of the Gestation Loans Borrowing Base, as determined pursuant to subparagraph (2) above. (4) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(i) of this Paragraph 5(d7(f) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Standard Loans or Swing Line Loansas required above, the Company may deliver to the Collateral Agent for the benefit of the Lenders additional Eligible Mortgage Loans with an aggregate Unit Collateral Value (and as applicable, additional Eligible Shipped Mortgage Loans and Eligible Gestation Mortgage Loans for the benefit of the Tranche D Lenders), such that the Company Collateral Value of the Borrowing Base or the Fair Market Value of the Borrowing Base, as applicable, after giving effect to the inclusion of such Eligible Mortgage Loans in the Borrowing Base (and as applicable, the Collateral Value of the Borrowing Base consisting of Eligible Shipped Mortgage Loans and Eligible Gestation Mortgage Loans, after giving effect to the inclusion of such Eligible Shipped Mortgage Loans and Eligible Gestation Mortgage Loans in the Borrowing Base), shall be in compliance with the requirement requirements of subparagraph subparagraphs (1) above. (5) If, but only if, at such time as the Company shall be required to prepay Loans under subparagraphs (3)(ii) of this Paragraph 5(d) there shall not have occurred and be continuing an Event of Default or Potential Default, in lieu of prepaying the Gestation Loans, the Company may deliver to the Collateral Agent additional Eligible Gestation Mortgage Loans with an aggregate Unit Collateral Value such that the Company shall be in compliance with the requirement of subparagraph (2) above.