Common use of Minimum Adjusted Tangible Net Worth Clause in Contracts

Minimum Adjusted Tangible Net Worth. Seller shall not permit the Adjusted Tangible Net Worth of all Sellers (and, if applicable, their Subsidiaries, on a consolidated basis), computed as of the end of each calendar month to be less than $75,000,000. C. Section 11(w)(iii)(A) of the MRA is hereby amended to read as follows: (A) maintain at all times unencumbered Liquidity in an amount greater than or equal to $20,000,000; A new Exhibit C in the form attached hereto as Exhibit C is hereby made part of the MRA in place of the Exhibit C currently attached to the MRA. A new Schedule IV in the form attached hereto as Schedule IV is hereby made part of the MRA in place of the Schedule IV currently attached to the MRA. As amended hereby, the MRA remains in full force and effect, and the Parties hereby ratify and confirm it. By:/s/ Xxxxxxx Johnson______ Name:Xxxxxxx Xxxxxxx Title:Senior Underwriter UNIVERSAL AMERICAN MORTGAGE COMPANY, LLC,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Greaton__ Name: Xxxxxx X. Xxxxxxx Title: Vice President UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President SELLER: [NAME OF APPLICABLE SELLER] ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A. a national banking association TODAY’S DATE: ____/____/____ REPORTING PERIOD ENDED: _____ month(s) ended ____/____/____ This certificate is delivered to Administrative Agent under the Master Repurchase Agreement dated effective as of November 21, 2013, between Sellers and Administrative Agent (the “Agreement”), all the defined terms of which have the same meanings when used herein. I hereby certify that with respect to Seller indicated above: (a) I am, and at all times mentioned herein have been, the duly elected, qualified, and acting Chief Financial Officer of Seller; (b) to the best of my knowledge, the Financial Statements of Seller from the period shown above (the “Reporting Period”) and which accompany this certificate were prepared in accordance with GAAP and present fairly the financial condition of Seller as of the end of the Reporting Period and the results of its operations for Reporting Period; (c) a review of the Agreement and of the activities of Seller during the Reporting Period has been made under my supervision with a view to determining Seller’s compliance with the covenants, requirements, terms, and conditions of the Agreement, and such review has not disclosed the existence during or at the end of the Reporting Period (and I have no knowledge of the existence as of the date hereof) of any Default or Event of Default with respect to any Seller, except as disclosed herein (which specifies the nature and period of existence of each Default or Event of Default, if any, and what action Seller has taken, is taking, and proposes to take with respect to each); (d) the calculations described on the pages attached hereto evidence that Seller is in compliance with the requirements of the Agreement at the end of the Reporting Period (or if Seller is not in compliance, showing the extent of non-compliance and specifying the period of non-compliance and what actions Seller proposes to take with respect thereto); (e) Seller was, as of the end of the Reporting Period, in compliance and good standing with applicable CL, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac, and HUD net worth requirements; (f) this certificate is being delivered by me in my capacity as the Chief Financial Officer of Seller and not in my personal capacity. By: Name: Title: Chief Financial Officer SELLER: REPORTING PERIOD ENDED: ____/____/____ All financial calculations set forth herein are as of the end of the Reporting Period.1

Minimum Adjusted Tangible Net Worth. Seller shall not permit the Permit Adjusted Tangible Net Worth of all Sellers the Company (and, if applicable, their and its Subsidiaries, on a consolidated basis), computed as of the end of each calendar month ) at any time to be less than Three Million Five Hundred Thousand Dollars ($75,000,0003,500,000). C. Section 11(w)(iii)(A) 15. The Lender hereby agrees to waive its default rights with respect to the failure of the MRA Company to comply with the Minimum Adjusted Tangible Net Worth requirement of the Agreement as of August 31, 1996, and each date thereafter through but excluding the Effective Date. This waiver applies only to the specific instance described herein. It is hereby not a waiver of any subsequent breach of the same provision of the Agreement, nor is it a waiver of any breach of any other provision of the Agreement. Notwithstanding the foregoing, the Lender reserves all of the rights, powers and remedies presently available to the Lender under the Agreement, the Notes and the Guaranties, including the right to cease making Advances to the Company and the right to accelerate any of the indebtedness owing under the Agreement, if any other default occurs under the Agreement. 16. The Sublimit Promissory Note is amended to read and restated in its entirety as follows: (A) maintain at all times unencumbered Liquidity set forth in an amount greater than or equal to $20,000,000; A new Exhibit C the Second Amended and Restated Sublimit Promissory Note, in the form of Exhibit A-2 attached hereto as to this Amendment. All references in this Amendment and in the Agreement to the Sublimit Promissory Note shall be deemed to refer to the Second Amended and Restated Sublimit Promissory Note delivered in connection with this Amendment. 17. Exhibits C-SF, D-REP and D-SF to the Agreement are hereby deleted in their entirety and replaced with the new Exhibits C-SF, D-REP and D-SF attached to this Amendment. All references in the Agreement to Exhibits C-SF, D- REP and D-SF shall be deemed to refer to the new Exhibits C-SF, D-REP and D-SF. 18. Exhibit C I-SF to the Agreement is hereby made part deleted in its entirety and replaced with the new Exhibit I-SF attached to this Amendment. All references in this Amendment and the Agreement to Exhibit I-SF shall be deemed to refer to the new Exhibit I-SF. 19. The Company shall deliver to the Lender (a) an executed original of this Amendment; (b) an executed original of the MRA in place Second Amended and Restated Sublimit Promissory Note; (c) an executed Certificate of Secretary with corporate resolutions; (d) a current certified tax, lien and judgment search of the Exhibit C currently attached appropriate public records for the Company and the Guarantor, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (e) current Certificates of Good Standing of the Company; (f) current insurance information; and (g) a Two Hundred Fifty Dollar($250) document production fee. 20. The Company represents, warrants and agrees that (a) there exists no Default or Event of Default under the Loan Documents, (b) the Loan Documents continue to be the legal, valid and binding agreements and obligations of the Company enforceable in accordance with their terms, as modified herein, (c) the Lender is not in default under any of the Loan Documents and the Company has no offset or defense to its performance or obligations under any of the Loan Documents, (d) the representations contained in the Loan Documents remain true and accurate in all respects, and (e) there has been no material adverse change in the financial condition of the Company from the date of the Agreement to the MRAdate of this Amendment. 21. A new Schedule IV in the form attached hereto Except as Schedule IV is hereby made part of the MRA in place of the Schedule IV currently attached to the MRA. As amended herebyexpressly modified, the MRA remains Agreement shall otherwise be unchanged and shall remain in full force and effect, and the Parties hereby ratify Company ratifies and confirm itreaffirms all of its obligations thereunder. 22. By:/s/ Xxxxxxx Johnson______ Name:Xxxxxxx Xxxxxxx Title:Senior Underwriter UNIVERSAL AMERICAN MORTGAGE COMPANYThis Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, LLC,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Greaton__ Name: Xxxxxx X. Xxxxxxx Title: Vice President UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President SELLER: [NAME OF APPLICABLE SELLER] ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A. a national banking association TODAY’S DATE: ____/____/____ REPORTING PERIOD ENDED: _____ month(s) ended ____/____/____ This certificate is delivered to Administrative Agent under the Master Repurchase Agreement dated effective as of November 21, 2013, between Sellers and Administrative Agent (the “Agreement”), all the defined terms each of which have when so executed and delivered shall be an original, but all of which shall together constitute one and the same meanings when used herein. I hereby certify that with respect to Seller indicated above: (a) I am, and at all times mentioned herein have been, the duly elected, qualified, and acting Chief Financial Officer of Seller; (b) to the best of my knowledge, the Financial Statements of Seller from the period shown above (the “Reporting Period”) and which accompany this certificate were prepared in accordance with GAAP and present fairly the financial condition of Seller as of the end of the Reporting Period and the results of its operations for Reporting Period; (c) a review of the Agreement and of the activities of Seller during the Reporting Period has been made under my supervision with a view to determining Seller’s compliance with the covenants, requirements, terms, and conditions of the Agreement, and such review has not disclosed the existence during or at the end of the Reporting Period (and I have no knowledge of the existence as of the date hereof) of any Default or Event of Default with respect to any Seller, except as disclosed herein (which specifies the nature and period of existence of each Default or Event of Default, if any, and what action Seller has taken, is taking, and proposes to take with respect to each); (d) the calculations described on the pages attached hereto evidence that Seller is in compliance with the requirements of the Agreement at the end of the Reporting Period (or if Seller is not in compliance, showing the extent of non-compliance and specifying the period of non-compliance and what actions Seller proposes to take with respect thereto); (e) Seller was, as of the end of the Reporting Period, in compliance and good standing with applicable CL, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac, and HUD net worth requirements; (f) this certificate is being delivered by me in my capacity as the Chief Financial Officer of Seller and not in my personal capacity. By: Name: Title: Chief Financial Officer SELLER: REPORTING PERIOD ENDED: ____/____/____ All financial calculations set forth herein are as of the end of the Reporting Period.1instrument.

Minimum Adjusted Tangible Net Worth. Seller shall not permit the Permit Adjusted Tangible Net Worth of all Sellers the Company (and, if applicable, their and its Subsidiaries, on a consolidated basis)) to be less than (i) One Million, Five Hundred Thousand Dollars ($1,500,000.00) computed as of September 30, 2000, and October 31, 2000, (ii) One Million, Seven Hundred Fifty Thousand Dollars ($1,750,000.00) computed as of November 30, 2000 and at the end of each calendar month to be less than $75,000,000. C. Section 11(w)(iii)(A) of the MRA is hereby amended to read as follows: (A) maintain at all times unencumbered Liquidity in an amount greater than or equal to $20,000,000; A new Exhibit C in the form attached hereto as Exhibit C is hereby made part of the MRA in place of the Exhibit C currently attached to the MRA. A new Schedule IV in the form attached hereto as Schedule IV is hereby made part of the MRA in place of the Schedule IV currently attached to the MRA. As amended herebythereafter through and including May 31, the MRA remains in full force and effect2001, and the Parties hereby ratify and confirm it. By:/s/ Xxxxxxx Johnson______ Name:Xxxxxxx Xxxxxxx Title:Senior Underwriter UNIVERSAL AMERICAN MORTGAGE COMPANY, LLC,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Greaton__ Name: Xxxxxx X. Xxxxxxx Title: Vice President UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President SELLER: [NAME OF APPLICABLE SELLER] ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A. a national banking association TODAY’S DATE: ____/____/____ REPORTING PERIOD ENDED: _____ month(s(iii) ended ____/____/____ This certificate is delivered to Administrative Agent under the Master Repurchase Agreement dated effective Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00) as of November 21June 30, 2013, between Sellers 2001 and Administrative Agent (the “Agreement”), all the defined terms of which have the same meanings when used herein. I hereby certify that with respect to Seller indicated above: (a) I am, and at all times mentioned herein have been, the duly elected, qualified, and acting Chief Financial Officer of Seller; (b) to the best of my knowledge, the Financial Statements of Seller from the period shown above (the “Reporting Period”) and which accompany this certificate were prepared in accordance with GAAP and present fairly the financial condition of Seller as of the end of the Reporting Period and the results of its operations for Reporting Period; (c) a review of the Agreement and of the activities of Seller during the Reporting Period has been made under my supervision with a view to determining Seller’s compliance with the covenants, requirements, terms, and conditions of the Agreement, and such review has not disclosed the existence during or at the end of the Reporting Period (and I have no knowledge each calendar month thereafter. 4. This Amendment shall only be effective upon Lender's receipt of the existence following. a) a copy of this Amendment No. 5 duly executed by the Borrower; b) evidence acceptable to Lender in its sole discretion that the Borrower has taken all necessary corporate action to authorize the execution of this Amendment and any other document executed in connection herewith; c) The Borrower shall have paid all fees, expenses and costs due to or advanced by Lender through the date hereof. 5. The Borrower hereby ratifies and reaffirms the representations and warranties set forth in Article V of the Agreement as being true and correct as of the date hereof, except as caused by the circumstances described herein. 6. The Borrower acknowledges and agrees that (i) the Borrower's Obligations to Lender and liens granted to secure such Obligations are valid and perfected in accordance with applicable law; (ii) the Borrower's Obligations to Lender are not subject to any setoff, defense, claim, counterclaim, recoupment, or avoidance and/or subordination under the Bankruptcy Code or otherwise; and (iii) the Borrower holds no claims against Bank United, its officers, agents, directors, representatives, attorneys, or any of any Default or Event of Default their respective heirs, successors and assigns (collectively, the "Lender Parties") with respect to the Loan Documents. To the extent that the Borrower holds any Sellerclaims against one of more of the Lender Parties, except arising under the Loan Documents and extension of credit or administration thereof, collection of amounts due thereunder, or any applications, discussions, as disclosed herein (which specifies consideration for Lender's undertakings under the nature and period of existence of each Default Agreement or Event of Defaultthis Amendment, if anythe Borrower hereby unconditionally forever releases, discharges, and what action Seller acquits the Lender Parties of any and all claims, breaches of contract, debts, suits, demands, causes of actions and actions of any type or notice which arose or are based on occurrences or transactions which took place prior to the date of this Amendment, whether known or unknown, contingent or liquidated, suspected or unsuspected, at law or in equity, or based in contract or tort. The Borrower acknowledges and represents that it has takenreceived the advice of counsel in connection with this acknowledgment and release and has voluntarily entered into this acknowledgement and release. 7. Except as amended hereby, is taking, all of the terms and proposes to take with respect to each); (d) the calculations described on the pages attached hereto evidence that Seller is in compliance with the requirements conditions of the Agreement at and the end obligations of the Reporting Period (or if Seller is not in compliance, showing Borrower under the extent of non-compliance Note are ratified and specifying the period of non-compliance and what actions Seller proposes to take with respect thereto); (e) Seller was, as of the end of the Reporting Period, in compliance and good standing with applicable CL, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Macconfirmed, and HUD net worth requirements; (f) this certificate is being delivered by me the Agreement shall continue in my capacity as full force and effect in accordance with its terms. 8. This Amendment may be executed in counterparts, all of which counterparts, when taken together, will constitute the Chief Financial Officer of Seller and not in my personal capacity. By: Name: Title: Chief Financial Officer SELLER: REPORTING PERIOD ENDED: ____/____/____ All financial calculations set forth herein are as of the end of the Reporting Period.1entire agreement.

Minimum Adjusted Tangible Net Worth. Seller shall not permit the Permit Adjusted Tangible Net Worth of all Sellers the Company (and, if applicable, their and its Subsidiaries, on a consolidated basis)) to be less than (i) One Million, Five Hundred Thousand Dollars ($1,500,000.00) computed as of September 30, 2000, and October 31, 2000, (ii) One Million, Seven Hundred Fifty Thousand Dollars ($1,750,000.00) computed as of November 30, 2000, (iii) Two Million Dollars ($2,000,000.00) computed as of December 31, 2000, and as of the end of each calendar month to be less than thereafter through and including the date this Amendment becomes effective, and (iv) Three Million Six Hundred Thousand Dollars ($75,000,000. C. Section 11(w)(iii)(A3,600,000.00) as of the MRA date of this Amendment becomes effective and at the end of each calendar month thereafter. Beginning at the end of the calendar month following the month in which this Amendment becomes effective, the Minimum Adjusted Tangible Net Worth shall be increased by 50% of quarterly net income. Provided Lender maintains the covenants set forth in this Agreement and is hereby amended otherwise not in Default, once the Adjusted Tangible Net Worth of the Company reaches Five Million Dollars ($5,000,000.00), Borrower shall be permitted to read as followspay off the principal of the subordinated debt previously incurred by Borrower with the written approval of Lender." 5. This Amendment shall only be effective upon Lender's receipt of the following: a) a copy of this Amendment No. 4 duly executed by the Borrower; b) an original Amended and Restated Promissory Note (Athe "Note") maintain at all times unencumbered Liquidity in an amount greater than or equal to $20,000,000; A new Exhibit C in the form attached hereto as Exhibit C is hereby made part of the MRA in place of the Exhibit C currently attached to the MRA. A new Schedule IV in the form attached hereto as Schedule IV is hereby made part of the MRA in place of the Schedule IV currently attached to the MRA. As amended hereby, the MRA remains in full force and effect, and the Parties hereby ratify and confirm it. By:/s/ Xxxxxxx Johnson______ Name:Xxxxxxx Xxxxxxx Title:Senior Underwriter UNIVERSAL AMERICAN MORTGAGE COMPANY, LLC,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Greaton__ Name: Xxxxxx X. Xxxxxxx Title: Vice President UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA,jointly and severally with theother Sellers By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President SELLER: [NAME OF APPLICABLE SELLER] ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A. a national banking association TODAY’S DATE: ____/____/____ REPORTING PERIOD ENDED: _____ month(s) ended ____/____/____ This certificate is delivered to Administrative Agent under the Master Repurchase Agreement dated effective as of November 21, 2013, between Sellers and Administrative Agent (the “Agreement”), all the defined terms of which have the same meanings when used herein. I hereby certify that with respect to Seller indicated above: (a) I am, and at all times mentioned herein have been, the duly elected, qualified, and acting Chief Financial Officer of Seller; (b) to the best of my knowledge, the Financial Statements of Seller from the period shown above (the “Reporting Period”) and which accompany this certificate were prepared in accordance with GAAP and present fairly the financial condition of Seller as of the end of the Reporting Period and the results of its operations for Reporting Period; (A; c) a review evidence acceptable to Lender in its sole discretion that the Borrower has taken all necessary corporate action to authorize the execution of this Amendment and any other document executed in connection herewith; d) The Borrower shall have paid all fees, expenses and costs due to or advanced by Lender through the date hereof. 6. The Borrower has advised Lender that Defaults have occurred under Sections 7.5 and 7.6 of the Agreement and for the period ending March 31, 2001 due to Borrower's failure to comply with the financial covenants set forth therein during such period. Upon the date on which this Amendment becomes effective, Lender hereby waives the Borrower's Events of Default described in the foregoing sentence (the "Existing Defaults"). The waiver of the activities of Seller during Existing Defaults set forth above is limited to the Reporting Period has been made under my supervision with a view to determining Seller’s compliance with the covenants, requirements, termsexpress terms thereof, and conditions nothing herein shall be deemed to be a waiver of by Lender of any other term, condition, representation or covenant applicable to the Borrower under the Agreement (including but not limited to any future occurrence similar to the Existing Defaults) or any of the other agreements, documents or the covenants described therein. The waivers set forth herein shall not constitute a waiver by the Lender of any other Event of Default or noncompliance by Borrower, if any, under the Agreement, and shall not be, and shall not be deemed to be, a course of action with respect thereto upon which the Borrower may rely in the future, and the Borrower hereby expressly waives any claim to such review has not disclosed effect. 7. The Borrower hereby ratifies and reaffirms the existence during or at the end representations and warranties set forth in Article V of the Reporting Period (Agreement as being true and I have no knowledge of the existence correct as of the date hereof. 8. The Borrower acknowledges, represents, warrants and agrees that (i) the Borrower's Obligations to Lender and liens granted to secure such Obligations are valid and perfected in accordance with applicable law; (ii) the Borrower's Obligations to Lender are not subject to any setoff, defense, claim, counterclaim, recoupment, or avoidance and/or subordination under the Bankruptcy Code or otherwise; and (iii) the Borrower holds no claims against Lender, its officers, agents, directors, representatives, attorneys, or any of any Default or Event of Default their respective heirs, successors and assigns (collectively, the "Lender Parties") with respect to the Loan Documents. To the extent that the Borrower holds any Sellerclaims against one of more of the Lender Parties, except arising under the Loan Documents and extension of credit or administration thereof, collection of amounts due thereunder, or any applications, discussions, as disclosed herein (which specifies consideration for Lender's undertakings under the nature and period of existence of each Default Agreement or Event of Defaultthis Amendment, if anythe Borrower hereby unconditionally forever releases, discharges, and what action Seller acquits the Lender Parties of any and all claims, breaches of contract, debts, suits, demands, causes of actions and actions of any type or notice which arose or are based on occurrences or transactions which took place prior to the date of this Amendment, whether known or unknown, contingent or liquidated, suspected or unsuspected, at law or in equity, or based in contract or tort. The Borrower acknowledges and represents that it has takenreceived the advice of counsel in connection with this acknowledgment and release and has voluntarily entered into this acknowledgement and release. 9. Except as amended hereby, is taking, all of the terms and proposes to take with respect to each); (d) the calculations described on the pages attached hereto evidence that Seller is in compliance with the requirements conditions of the Agreement at and the end obligations of the Reporting Period (or if Seller is not in compliance, showing Borrower under the extent of non-compliance Note are ratified and specifying the period of non-compliance and what actions Seller proposes to take with respect thereto); (e) Seller was, as of the end of the Reporting Period, in compliance and good standing with applicable CL, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Macconfirmed, and HUD net worth requirements; (f) this certificate is being delivered by me the Agreement shall continue in my capacity as full force and effect in accordance with its terms. 10. This Amendment may be executed in counterparts, all of which counterparts, when taken together, will constitute the Chief Financial Officer of Seller and not in my personal capacity. By: Name: Title: Chief Financial Officer SELLER: REPORTING PERIOD ENDED: ____/____/____ All financial calculations set forth herein are as of the end of the Reporting Period.1entire agreement.