Common use of Limited Pledge of Xxxxxx Xxx Servicing Clause in Contracts

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary in the Credit Agreement or any of the other Facilities Papers, the pledge of the Companies’ right, title and interest in mortgage servicing rights under servicing agreements with Xxxxxx Mae shall only secure the Companies’ debt to the Lenders incurred for the purposes of (a) purchasing Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line; provided, that the foregoing proviso shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof: The security interest created by this financing statement is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx under, and in connection with, the Mortgage Selling and Servicing Contract and all applicable Pool Purchase Contracts between Xxxxxx Mae and HomeBanc Mortgage Corporation and the Selling Guide, Servicing Guide, and other Guides, as each of such Guides is amended from time to time (collectively, the “Xxxxxx Xxx Contract“) which rights, powers, and prerogatives includes, without limitation, the right of Xxxxxx Xxx to terminate the Xxxxxx Mae Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided.

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary in the Credit Agreement or any of the other Facilities Papers, extent that the pledge of the Companies’ Seller’s right, title and interest in mortgage servicing rights under servicing agreements Servicing Contracts with Xxxxxx Mae shall at any time be included within the security interest created hereby, the Administrative Agent on behalf of itself and Buyers acknowledges and agrees that (x) the Seller is entitled to servicing income with respect to a given mortgage pool only secure so long as Seller is an approved Xxxxxx Xxx issuer pursuant to Xxxxxx Mae rules, regulations, guides and similar announcements, including the CompaniesXxxxxx Xxx Contract; (y) upon the Seller’s loss of such approved issuer status, the Administrative Agent’s and the Buyers’ debt rights to any servicing income related to a given mortgage pool also terminate; and (z) the Lenders incurred pledge of the Seller’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the purposes of (a) purchasing Mortgage Loan servicing rightsrules, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) regulations, guides or (c) securing a warehouse line; providedsimilar announcements by Xxxxxx Mae, provided that the foregoing proviso this sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Contracts, the applicable Acknowledgment Agreements, Acknowledgment Agreementsif any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof: The security interest created by this financing statement is subject and subordinate hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): Notwithstanding anything to all rights, powers and prerogatives of Xxxxxx Xxx under, and in connection with, the Mortgage Selling and Servicing Contract and all applicable Pool Purchase Contracts between Xxxxxx Mae and HomeBanc Mortgage Corporation and the Selling Guide, Servicing Guide, and other Guides, as each of such Guides is amended from time to time (collectively, the “Xxxxxx Xxx Contract“) which rights, powers, and prerogatives includes, without limitation, the right of Xxxxxx Xxx to terminate the Xxxxxx Mae Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided.contrary contained herein:

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary in the Credit Agreement or any of the other Facilities Papers, the pledge of the Companies’ Company’s right, title and interest in mortgage servicing rights under servicing agreements with Xxxxxx Mae shall only secure the Companies’ Company’s debt to the Lenders incurred for the purposes of (a) purchasing Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line; provided, that the foregoing proviso shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof: The security interest created by this financing statement is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx under, and in connection with, the Mortgage Selling and Servicing Contract and all applicable Pool Purchase Contracts between Xxxxxx Mae and HomeBanc Mortgage Corporation and the Selling Guide, Servicing Guide, and other Guides, as each of such Guides is amended from time to time (collectively, the “Xxxxxx Xxx Contract“”) which rights, powers, and prerogatives includes, without limitation, the right of Xxxxxx Xxx to terminate the Xxxxxx Mae Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided.

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary in the Credit Agreement or any of the other Facilities Papers, the pledge of the Companies’ right, title and interest in mortgage servicing rights under servicing agreements with Xxxxxx Mae shall only secure the Companies’ debt to the Lenders incurred for the purposes of (a) purchasing Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line; provided, that the foregoing proviso shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof: The security interest created by this financing statement is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx under, and in connection with, the Mortgage Selling and Servicing Contract and all applicable Pool Purchase Contracts between Xxxxxx Mae and HomeBanc Mortgage Corporation and the Selling Guide, Servicing Guide, and other Guides, as each of such Guides is amended from time to time (collectively, the “Xxxxxx Xxx Contract“”) which rights, powers, and prerogatives includes, without limitation, the right of Xxxxxx Xxx to terminate the Xxxxxx Mae Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided.