Common use of CREDIT AND SECURITY AGREEMENT Clause in Contracts

CREDIT AND SECURITY AGREEMENT. (k) Borrower or any Obligated Party shall fail to discharge, stay or appeal within a period of thirty (30) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $[***] against any of its assets or Properties; (l) A final judgment or judgments for the payment of money in excess $[***], in the aggregate, shall be rendered by a court or courts against Borrower or any Obligated Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and Borrower or such Obligated Party shall not, within such period of thirty (30) days, or such longer period during which execution of the same shall have been satisfied, stayed, appeal therefrom or cause the execution thereof to be stayed during such appeal; (m) Administrative Agent determines that a Material Adverse Event has occurred or that a circumstance exists that could reasonably be expected to result in a Material Adverse Event; (n) Borrower shall take or omit to take any act (i) that would result in the suspension or loss of any of its statuses, once achieved or any of such statuses of its subservicer, if any, of the Agency’s Mortgage Loans pools for which Borrower is Servicer, as an Agency-approved servicer, or (ii) after which Borrower or any such relevant subservicer would no longer be in good standing as such, or (iii) after which Borrower or any such relevant subservicer would no longer currently satisfy all the Agency’s requirements, including but not limited to net worth requirements, if all of the material effects of such act or omission shall have not been cured by Borrower or waived by the Agency before termination of such status; or (o) Except in connection with a VPC Agreement (as defined in the Acknowledgment Agreement), Freddie Mac, terminates any Servicing Right or Servicing Agreement related to the Collateral that has been pledged to the Administrative Agent.

CREDIT AND SECURITY AGREEMENT. (kb) Each of Borrower and the Obligated Parties has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and Borrower and each Obligated Party is in compliance with all of the terms and conditions of such permits, except to the extent failure to obtain any of the foregoing would not result in a Material Adverse Event; (c) No Hazardous Materials exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the Properties or assets of Borrower or any Obligated Party shall fail Party, except as would not reasonably be expected to discharge, stay or appeal within result in a period of thirty (30) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $[***] against any of its assets or Properties; (l) A final judgment or judgments for the payment of money in excess $[***], in the aggregate, shall be rendered by a court or courts against Material Adverse Event. The use which Borrower or and any Obligated Party make and intend to make of their respective Properties and assets is not reasonably expected to result in the same shall not be discharged (or provision shall not be made for such discharge)use, generation, storage, transportation, accumulation, disposal, or a stay Release of execution thereof shall not be procuredany Hazardous Material on, within thirty (30) days from the date of entry thereof and Borrower or such Obligated Party shall not, within such period of thirty (30) daysin, or such longer period during which execution from any of the same shall have been satisfiedtheir Properties or assets, stayed, appeal therefrom or cause the execution thereof to be stayed during such appeal; (m) Administrative Agent determines that a Material Adverse Event has occurred or that a circumstance exists that could except as would not reasonably be expected to result in a Material Adverse Event; (nd) Neither Borrower shall take nor any Obligated Party nor any of their respective currently or, to the knowledge of Borrower, previously owned or omit leased Properties or operations is subject to take any act outstanding or, to the knowledge of Borrower, threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding with respect to (i) that would result in the suspension or loss of any of its statusesfailure to comply with Environmental Laws, once achieved or any of such statuses of its subservicer, if any, of the Agency’s Mortgage Loans pools for which Borrower is Servicer, as an Agency-approved servicer, or (ii) after which Borrower or any such relevant subservicer would no longer be in good standing as suchRemedial Action, or (iii) after which any Environmental Liabilities arising from a Release or threatened Release, except as would not reasonably be expected to result in a Material Adverse Event; (e) There are no conditions or circumstances associated with the currently or, to the knowledge of Borrower, previously owned or leased Properties or operations of Borrower or any such relevant subservicer Obligated Party that would no longer currently satisfy reasonably be expected to give rise to any Environmental Liabilities, except as would not reasonably be expected to result in a Material Adverse Event; (f) Neither Borrower nor any Obligated Party is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable provision of state law. Borrower and each Obligated Party is in compliance with all applicable financial responsibility requirements of all Environmental Laws, except where the Agency’s requirementsfailure to comply would not reasonably be expected to result in a Material Adverse Event; (g) Neither Borrower nor any Obligated Party has filed or failed to file any notice required under applicable Environmental Law reporting a Release, including but except where the failure to do so would not limited reasonably be expected to net worth requirements, if all result in a Material Adverse Event; and (h) No Lien arising under any Environmental Law has attached to any property or revenues of the material effects of such act or omission shall have not been cured by Borrower or waived by the Agency before termination of such status; or (o) Except any Obligated Party that would reasonably be expected to result in connection with a VPC Agreement (as defined in the Acknowledgment Agreement), Freddie Mac, terminates any Servicing Right or Servicing Agreement related to the Collateral that has been pledged to the Administrative AgentMaterial Adverse Event.

CREDIT AND SECURITY AGREEMENT. second, as the Borrower may request (k) Borrower so long as no Default or Event of Default exists), to the funding of any Obligated Party shall fail Commitment in respect of which such Defaulting Lender has failed to dischargefund its portion thereof as required by this Agreement, stay or appeal within as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a period of thirty (30) days after the commencement thereof any attachmentdeposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Obligations under this Agreement; fourth, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $[***] against any of its assets or Properties; (l) A final judgment or judgments for to the payment of money in excess $[***]any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, in so long as no Default or Event of Default exists, to the aggregatepayment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, shall be rendered to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the amount of any Commitment in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Obligation was funded at a time when the conditions set forth in Section 5 were satisfied or courts against Borrower waived, such payment shall be applied solely to pay the Obligations related to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Commitment owed to, such Defaulting Lender until such time as all Commitments are held by the Lenders pro rata in accordance with the Lenders’ Applicable Percentage of the Maximum Facility Amount without giving effect to clause (D) below. Any payments, prepayments or any Obligated Party and the same shall not be discharged other amounts paid or payable to a Defaulting Lender that are applied (or provision held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall not be made for deemed paid to and redirected by such discharge)Defaulting Lender, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and Borrower or such Obligated Party shall not, within such period of thirty (30) days, or such longer period during which execution of the same shall have been satisfied, stayed, appeal therefrom or cause the execution thereof to be stayed during such appeal; (m) Administrative Agent determines that a Material Adverse Event has occurred or that a circumstance exists that could reasonably be expected to result in a Material Adverse Event; (n) Borrower shall take or omit to take any act (i) that would result in the suspension or loss of any of its statuses, once achieved or any of such statuses of its subservicer, if any, of the Agency’s Mortgage Loans pools for which Borrower is Servicer, as an Agency-approved servicer, or (ii) after which Borrower or any such relevant subservicer would no longer be in good standing as such, or (iii) after which Borrower or any such relevant subservicer would no longer currently satisfy all the Agency’s requirements, including but not limited to net worth requirements, if all of the material effects of such act or omission shall have not been cured by Borrower or waived by the Agency before termination of such status; or (o) Except in connection with a VPC Agreement (as defined in the Acknowledgment Agreement), Freddie Mac, terminates any Servicing Right or Servicing Agreement related to the Collateral that has been pledged to the Administrative Agenteach Lender irrevocably consents hereto.

CREDIT AND SECURITY AGREEMENT. (kb) Borrower has not selected the Collateral in a manner that will adversely affect the Lender’s interests. (c) Borrower is the legal and equitable owner and/or holder of the Collateral, free and clear of all Liens (other than the Lender’s Lien and the Agency’s Interest or the owner of any related Mortgage Loan in the case of Non-Agency Servicing Rights, as applicable) and the Collateral is validly pledged or assigned to the Lender, subject to no other Liens. Borrower has the sole right to act as servicer with respect to the Mortgage Loans pursuant to and subject to the terms and conditions of the Servicing Agreement. (d) No fraud and, in addition, no material error, omission, misrepresentation, negligence or similar occurrence with respect to the Collateral and the Mortgage Loans related thereto has taken place on the part of Borrower or any Obligated Party shall fail of its Affiliates. (e) No consent of any obligor or any other Person is required for the grant of the security interest provided in this Agreement by Borrower in any of the Collateral, other than consents that have been obtained, nor will any consent need to dischargebe obtained upon the occurrence of an Event of Default for the Lender to exercise its rights with respect to any of the Collateral (other than as provided in any applicable Acknowledgement Agreement). (f) Each Servicing Agreement is a valid and binding obligation of Borrower, stay is in full force and effect, and is enforceable by Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or appeal within a period court of thirty equity. (30g) days after Xxxxxxx Mac or, with respect to any Non-Agency Servicing Rights, any other owner of Mortgage Loans, has not provided written notice to Borrower that it will terminate, modify or amend the commencement thereof Servicing Agreement or Borrower’s benefits or the Servicing Rights under any attachmentServicing Agreement. (h) Borrower has not engaged any subservicers, sequestration, subcontractors or similar proceeding or proceedings involving an aggregate amount in excess of $[***] against other agents to perform any of its assets duties under any of the Servicing Agreements, other than engagements that are permitted by, and are in compliance in all material respects with the requirements of, the applicable Servicing Agreement, and all fees and expenses due and payable to any such subservicer, subcontractor or Properties; (l) A final judgment agent as of the Closing Date in connection therewith have been paid, or judgments for will be paid before overdue, by Borrower. All representations and warranties by Borrower shall survive delivery of the payment of money in excess $[***], in the aggregate, shall be rendered by a court or courts against Borrower or any Obligated Party Loan Documents and the same making of the Borrowings, and any investigation at any time made by or on behalf of the Lender shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from diminish the date of entry thereof and Borrower or such Obligated Party shall not, within such period of thirty (30) days, or such longer period during which execution of the same shall have been satisfied, stayed, appeal therefrom or cause the execution thereof Lender’s right to be stayed during such appeal; (m) Administrative Agent determines that a Material Adverse Event has occurred or that a circumstance exists that could reasonably be expected to result in a Material Adverse Event; (n) Borrower shall take or omit to take any act (i) that would result in the suspension or loss of any of its statuses, once achieved or any of such statuses of its subservicer, if any, of the Agency’s Mortgage Loans pools for which Borrower is Servicer, as an Agency-approved servicer, or (ii) after which Borrower or any such relevant subservicer would no longer be in good standing as such, or (iii) after which Borrower or any such relevant subservicer would no longer currently satisfy all the Agency’s requirements, including but not limited to net worth requirements, if all of the material effects of such act or omission shall have not been cured by Borrower or waived by the Agency before termination of such status; or (o) Except in connection with a VPC Agreement (as defined in the Acknowledgment Agreement), Freddie Mac, terminates any Servicing Right or Servicing Agreement related to the Collateral that has been pledged to the Administrative Agentrely on them.