Common use of Most Favored Status Clause in Contracts

Most Favored Status. Seller, Administrative Agent and Buyers each agree that should Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Administrative Agent and Buyers each agree that should Seller Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to in Section 6.11 hereof Buyer of such more favorable terms, and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller Sellers or Guarantor to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Each Seller and Buyers further agree Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent Buyer and to the extent not publicly filed, such Seller or a Buyer, Seller Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantors and Buyers the Buyer each agree that should Seller or Guarantors or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 Sections 14.m and 00.xx hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then “More Favorable Agreement”), the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Seller to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentIn the event that all of Seller’s and its Affiliates’ repurchase agreements and credit facilities eliminate the guaranty of the Guarantors, upon notice by the Seller to the Buyer of such termination which is confirmed by the purchasers and Buyers lenders under such repurchase agreements and credit facilities, this Agreement shall automatically be amended to delete and exclude the Guaranty of the Guarantors; provided, that in the event that any of Seller’s or its Affiliates’ repurchase agreements or credit facilities thereafter contains a guaranty of the Guarantors, (i) Seller shall promptly notify Buyer that the original terms of this Agreement with respect to the Guaranty and the Guaranty are reinstated and (ii) the original terms of this Agreement with respect to the Guaranty and the Guaranty shall be deemed to be automatically reinstated, provided that notice shall not be a prerequisite to such reinstatement. The Seller, the Guarantors, and the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.parties

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or credit facility the collateral for which is substantially similar to the Purchased Assets and/or Related Mortgage Loans with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms to buyer, lender or other party with respect to such repurchase agreement, as applicable, with respect to any of the following financial covenants described in Section 9.14 or any substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstatedBuyer. Administrative AgentGuarantor, Seller and Buyers Xxxxx further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent Buyer or a an Affiliate of Buyer, Seller Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerSellers, Administrative Agent Guarantor and Buyers the Buyer each agree that should any Seller or any Affiliate thereof enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides any of more favorable terms to the following Buyer with respect to the financial covenants set forth in Section 14dd hereof (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller the Sellers to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentThe Sellers, Seller the Guarantor, and Buyers the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a the Buyer, such Seller shall notify Buyer that it has entered into such repurchase agreement or other credit facility and deliver to Administrative Agent and each Buyer a true, correct and complete copy summary of the material terms related to the comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Buyer.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a1) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof Sections 14p and Section 2 of the Pricing Side Letter14dd hereof; (b2) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller Seller, Guarantor or any Affiliate thereof; or (c3) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantor and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Seller and Buyers Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Seller and Buyers each Buyer agree that should Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and 6.12 of this Agreement or Section 2 of the Pricing Side Letter; (b) a security interest , as well as the notice requirements for the events listed in Sections 6.14, 6.32, 6.33 and 6.34 of this Agreement and any timing or cure provisions with respect to any Person other than Administrative Agent Event of Default with respect to such covenants or an Affiliate of Administrative Agent guaranties and any covenants covering the same or similar subject matter set forth in substantially all assets of Seller or any Affiliate thereof; or Section 7.01(f) (c) each, a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then “More Favorable Agreement”), the terms of the Pricing Side Letter and/or this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of the Pricing Side Letter and/or this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Upon Seller or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyersuch More Favorable Agreement, Seller shall deliver provide notice to Buyer or Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information on such Officer’s Compliance Certificate.

Most Favored Status. Seller, Administrative Agent Guarantors and Buyers the Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides any of more favorable terms to the following Buyer with respect to the financial covenants set forth in Section 14dd hereof (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Seller to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentThe Seller, Seller the Guarantors, and Buyers the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a the Buyer, Seller shall notify Buyer that it has entered into such repurchase agreement or other credit facility and deliver to Administrative Agent and each Buyer a true, correct and complete copy summary of the material terms related to the comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Buyer.

Most Favored Status. SellerSellers, Administrative Agent Guarantors and Buyers the Buyer each agree that should a Seller or any Affiliate thereof enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides any of more favorable terms to the following Buyer with respect to the financial covenants set forth in Section 14dd hereof (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller the Sellers to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentThe Sellers, Seller the Guarantors, and Buyers the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon a Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a the Buyer, Seller Sellers shall notify Buyer that it has entered into such repurchase agreement or other credit facility and deliver to Administrative Agent and each Buyer a true, correct and complete copy summary of the material terms related to the comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Buyer.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers the Buyer each agree that should Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides more favorable terms to the Buyer with respect to any of the following financial covenants set forth in Sections 14.m and 14.aa hereof or any substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Seller to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentThe Seller, Seller the Guarantor and Buyers the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a the Buyer, the Seller shall deliver to Administrative Agent and each the Buyer (x) a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation (excluding pricing terms) or (y) to the extent the Seller is prohibited from delivering any such document pursuant to a confidentiality agreement with such Person, to the fullest extent permitted pursuant to such confidentiality agreement, a certificate of the Seller setting forth the terms of any financial covenants or substantially similar terms thereof.

Most Favored Status. Seller, Administrative Agent Each Seller and Buyers each Guarantor agree that should such Seller or any Affiliate thereof Guarantor enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms to such Person with respect to financial covenants set forth in Section 13(y) or any of the following substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by a Seller or Guarantor to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Each Seller and Buyers Guarantor further agree to execute and deliver any new additional guaranties, agreements or amendments to this Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon Seller any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Administrative Agent or a Buyer, such Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of each such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.

Most Favored Status. Seller, Administrative Agent Seller and Buyers each Guarantor agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties guarantees or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to in Section 6.11 hereof Buyer of such more favorable terms, and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller or Guarantor to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further Guarantor agree to execute and deliver any new guarantiesguarantees, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a BuyerBuyer and to the extent not publicly filed, Seller or Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy excerpts setting forth the relevant terms of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantors and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms with respect to any of the following financial covenants set forth in Section 14(a) hereof (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenantsthen, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantors and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or a Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Seller and Buyers Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a (including, without limitation, Buyer or an Affiliate any of Administrative Agent or a Buyer its Affiliates) which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial or other material covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insuranceinsurance policy maintained pursuant to Section 9.9 hereof; then the Seller shall provide the Buyer with prompt notice of such more favorable terms contained in such More Favorable Agreement and the terms of this Agreement or the Transactions Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentPromptly, Seller and Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy summary of the more favorable terms in such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.

Most Favored Status. Seller, Guarantor and Administrative Agent and Buyers each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent (each, a “More Favorable Agreement”) which by its terms provides with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in substantially all assets of Sections 9.1, 9.20, and 10.5 hereof; then the Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than shall provide the Administrative Agent or an Affiliate with prompt notice of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then such more favorable terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Agent or an Affiliate of Administrative Agent or BuyersAgent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor and Administrative Agent, Seller and Buyers Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a BuyerAgent, Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent and Buyers each agree Guarantor agrees that should Seller Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to such Person with respect to any guaranties or financial covenantscovenants (a “More Favorable Agreement”), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller Guarantor to Administrative Agent Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers Guarantor further agree agrees to execute and deliver any new additional guaranties, agreements or amendments to this Repurchase Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon Seller Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Administrative Agent or a Buyer, Seller Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy description of the more favorable guaranties or financial covenants from such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.

Most Favored Status. Seller, Administrative Agent Seller and Buyers Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a (including, without limitation, Buyer or an Affiliate any of Administrative Agent or a Buyer its Affiliates) which by its terms provides more favorable terms with respect to any of financial covenants or margin maintenance requirements to the following lender thereunder than the financial covenants and margin maintenance requirements set forth hereinabove (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement or the Transaction Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions; provided, provided that the execution of such amendment guaranties, agreements or amendments shall not be a precondition to the effectiveness of such amendmentguaranties, agreements or amendments, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Further, at the request of Buyer, Seller shall deliver promptly provide Buyer with its financial covenants and any other covenants that Buyer deems material under any such current, future or modified third party agreement and/or copies of any personal and/or corporate guaranties required in connection with such third party agreement; provided, that Seller shall be required to Administrative Agent and each document the forgoing disclosures to Buyer a true, correct and complete copy only to the extent permitted under the confidentiality terms of any such repurchase third party agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 6.15 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller Seller, Guarantor or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantor and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent and Buyers each agree that should If either Seller or any Affiliate thereof enter hereafter enters into a mortgage warehousing or Servicing Rights repurchase agreement, credit agreement or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent Buyer that provides more favorable terms than Sections 11(y)(i) (Leverage Ratio), 11(y)(ii) (Minimum Tangible Net Worth) or a Buyer which by its terms provides any 11(y)(iii) (Maintenance of Liquidity) or Section 4(i) (Financial Covenants) of the following Guaranty (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement Sellers shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon promptly give Buyer notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further agree to execute thereof and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreementMore Favorable Agreement promptly after entering into it, loan agreementand this Agreement shall be deemed automatically amended effective as of the effective date of such More Favorable Agreement, guaranty to include such more favorable terms so that such terms operate in favor of Buyer or other financing documentationan Affiliate of Buyer (as applicable) to the same effect as if they were expressly stated in this Agreement and agrees, upon Buyer’s request, to execute an amendment of this Agreement setting forth such amended terms; provided, that if any such More Favorable Agreement is subsequently terminated, upon Buyer’s receipt of notice of such termination from Sellers, the relevant terms of this Agreement as originally written shall be deemed automatically reinstated effective as of the termination date of such terminated More Favorable Agreement, and if the parties have executed an amendment of this Agreement setting forth such more favorable terms, the parties agree, upon request of either of them, to execute a further amendment reinstating such original terms. No amendment referred to in this Section 11(q) shall be a precondition to the effectiveness of such more favorable terms or such reinstated terms, as applicable, but is only for the convenience of the parties.

Most Favored Status. Seller, Administrative Agent and Buyers each agree that should If Seller or any Affiliate thereof enter hereafter enters into a mortgage warehousing or Servicing Rights repurchase agreement, credit agreement or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent Buyer that provides more favorable terms than Sections 11(y)(i)(Leverage Ratio), 11(y)(ii) (Minimum Tangible Net Worth), 11(y)(iii) (Maintenance of Liquidity) or a Buyer which by its terms provides any of the following 11(y)(v) (Net Income) (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer), Seller shall promptly give Buyer notice thereof and deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreementMore Favorable Agreement promptly after entering into it, loan agreementand this Agreement shall be deemed automatically amended effective as of the effective date of such More Favorable Agreement, guaranty to include such more favorable terms so that such terms operate in favor of Buyer or other financing documentationan Affiliate of Buyer (as applicable) to the same effect as if they were expressly stated in this Agreement and agrees, upon Buyer’s request, to execute an amendment of this Agreement setting forth such amended terms; provided, that if any such More Favorable Agreement is subsequently terminated, upon Buyer’s receipt of notice of such termination from Seller, the relevant terms of this Agreement as originally written shall be deemed automatically reinstated effective as of the termination date of such terminated More Favorable Agreement, and if the parties have executed an amendment of this Agreement setting forth such more favorable terms, the parties agree, upon request of either of them, to execute a further amendment reinstating such original terms. No amendment referred to in this Section 11(q) shall be a precondition to the effectiveness of such more favorable terms or such reinstated terms, as applicable, but is only for the convenience of the parties.

Most Favored Status. Seller, Administrative Agent Seller and Buyers Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Seller and Buyers Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate The Royal Bank of Administrative Agent or a Buyer Scotland PLC which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; financial covenants appearing under the headings “Financial Covenants” in the Transactions Terms Letter (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; “More Favorable Agreement”), then the terms of this Agreement or the Transactions Terms Letter, this Agreement or the Transaction Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, ; provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation and all amendments thereto.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers the Buyer each agree that should Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a the Buyer or an Affiliate of Administrative Agent or a the Buyer which by its terms provides more favorable terms to the Buyer with respect to any of the following financial covenants set forth in Sections 14.m and 14.aa hereof or any substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Seller to Administrative Agent the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentThe Seller, Seller the Guarantor and Buyers the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a the Buyer, the Seller shall deliver to Administrative Agent and each the Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantors and Buyers Purchaser each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer Purchaser or an Affiliate of Administrative Agent or a Buyer Purchaser which by its terms provides more favorable terms with respect to any of the following financial covenants set forth in Section 11(a) hereof (each, a “More Favorable Agreement”): (a) then, Seller shall provide the Purchaser with prompt notice of such more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to contained in Section 6.11 hereof such More Favorable Agreement and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Purchaser or an Affiliate of Administrative Agent or BuyersPurchaser; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Purchaser of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantors and Buyers Purchaser further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent Purchaser, Seller or a BuyerGuarantor, Seller as applicable, shall deliver to Administrative Agent and each Buyer Purchaser a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees that should such Seller, Administrative Agent and Buyers each agree that should Seller Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms to such Person with respect to any of the following financial covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by a Seller or Guarantor to Administrative Agent Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Administrative Agent, Each Seller and Buyers Guarantor each further agree agrees to execute and deliver any new guaranties, additional agreements or amendments to this Repurchase Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon Seller any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Administrative Agent or a Buyer, such Seller or Guarantor shall deliver notice to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or credit facility the collateral for which is substantially similar to the Purchased Assets and/or Related Mortgage Loans with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms to buyer, lender or other party with respect to such repurchase agreement, as applicable, with respect to any of the following financial covenants described in Section 9.14 or any substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstatedBuyer. Administrative AgentGuarantor, Seller and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent Buyer or a an Affiliate of Buyer, Seller Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms with respect to any of the following financial covenants set forth in Section 14(a) hereof (each, a “More Favorable Agreement”): (a) then, the Seller shall provide the Buyer with prompt notice of such more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to contained in Section 6.11 hereof such More Favorable Agreement and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantor and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a BuyerMore Favorable Agreement, Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement in connection with the delivery of the Officer’s Compliance Certificate as set forth in Section 17(b).

Most Favored Status. Seller, Administrative Agent Seller and Buyers each Buyer agree that (i) should Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent Buyer or, (ii) with respect to any repurchase agreement or a Buyer which by its comparable agreement, in place as of the date hereof, directly related to any MSR VFN, SPIA VFN or MBS Advance VFN and in the case of (i) or (ii), the applicable terms provides set forth therein provide any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then , the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Administrative Agent, Seller and Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Administrative Agent Buyer or a an Affiliate of Buyer, Seller shall deliver provide notice to Buyer or Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Seller, Administrative Agent Guarantor and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a1) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof Sections 14a, 14b, 14e, 14p and Section 2 of the Pricing Side Letter14dd hereof; (b2) a security interest to any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer in substantially all assets of Seller Seller, Guarantor or any Affiliate thereof; or (c3) a requirement that Seller has added or will add any Person other than Administrative Agent Buyer or an Affiliate of Administrative Agent Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantor and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Administrative Agent Guarantors and Buyers Buyer each agree that should Seller Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides more favorable terms with respect to any of the following financial covenants set forth in Section 14(a) hereof (each, a “More Favorable Agreement”): (a) then, the Seller shall provide the Buyer with prompt notice of such more favorable terms with respect to any guaranties or financial covenants, including covenants covering the same or similar subject matter set forth or referred to contained in Section 6.11 hereof such More Favorable Agreement and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers Buyer or an Affiliate of Administrative Agent or BuyersBuyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Administrative AgentSeller, Seller Guarantors and Buyers Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or a Guarantor, as applicable, shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerSellers, Guarantor and the Administrative Agent and Buyers each agree that should any Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Administrative Agent or a Buyer or an Affiliate of the Administrative Agent or a Buyer which by its terms provides more favorable terms to the Administrative Agent with respect to any of the following financial covenants set forth in Sections 14.n) and 00.xx) hereof or any substantially similar covenants (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial covenants), including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; (b) a security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminatedterminated or such More Favorable Agreement is modified such that it no longer provides more favorable terms, upon notice by such Seller to the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Sellers, the Guarantor and the Administrative Agent, Seller and Buyers Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than the Administrative Agent or a BuyerAgent, Seller Sellers shall deliver to the Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.