Common use of Ongoing Loans Clause in Contracts

Ongoing Loans. As conditions precedent to each Lender's ------------- obligation to make any Loan hereunder, including the first Loan and including the conversion of any Loan to another type of Loan or the continuation of any Eurodollar Loan after the end of the applicable Interest Period, at and as of the date of advance, conversion or continuance thereof; (1) There shall have been delivered to the Administrative Agent a Loan Request therefor; (2) The representations and warranties of the Companies contained in the Credit Documents shall be accurate and complete in all material respects as if made on and as of the date of such advance, conversion or continuance; (3) There shall not have occurred an Event of Default or Potential Default which has not been waived pursuant to Paragraph 11(b) hereof by the requisite number of Lenders; (4) Following the funding of the requested Loan: (i) the sum of the aggregate principal amount of Tranche A Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche A Loans will not exceed the lesser of: a. the Aggregate Tranche A Credit Limit and b. the Collateral Value of the - - Tranche A Borrowing Base, (ii) the sum of the aggregate principal amount of Tranche B Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche B Loans will not exceed the lesser of: a. the Aggregate Tranche B Credit - Limit and b. - the Collateral Value of the Tranche B Borrowing Base, (iii) the aggregate principal amount of Loans outstanding advanced by any Lender will not exceed its Maximum Commitment, and (iv) the aggregate principal amount of all Loans outstanding will not exceed the Aggregate Facility Commitment; (5) The Required Documents for the Mortgage Loans being funded with the proceeds of such Loan shall have been received by the Collateral Agent (except as otherwise provided in subparagraph (o) of the definition of "Eligible A/B Mortgage Loan"); (6) The maximum amount which may be outstanding at any time as Tranche A Loans and Tranche B Loans under the Facility II Agreement is outstanding; and (7) If the Administrative Agent is being requested to include any Mortgage Loan being funded with a Tranche A Loan or a Tranche B Loan as an Eligible A/B Mortgage Loan pursuant to a waiver of eligibility requirements as set forth in the last paragraph of the definition of "Eligible A/B Mortgage Loan," the Companies shall have notified the Administrative Agent and the Collateral Agent of the noncompliance or nonconformity of such Mortgage Loan. By making a Loan Request to the Administrative Agent hereunder, the Companies shall be deemed to have represented and warranted the accuracy and completeness of the statements set forth in subparagraphs (b)(2) through (b)(7) above.

Ongoing Loans. As conditions precedent to each Lender's ------------- obligation or agreement to make any Loan hereunderhereunder (other than any Standard Loan advanced by the Lenders to repay Swing Line Loans), including the first Loan and including the conversion of any Loan to another type of from or into a Eurodollar Loan or the continuation of any Eurodollar Loan after the end of the applicable Interest Period, at and as of the date of advancethe funding, conversion or continuance thereof;continuation: (1) There shall have been delivered to the Administrative Agent a Loan and/or Interest Rate Election Request therefor; (2) The representations and warranties of the Companies Company contained in the Credit Loan Documents shall be accurate and complete in all material respects as if made on and as of the date of such advancefunding, conversion or continuance; (3) There shall not have occurred an Event of Default or Potential Default which has not been waived pursuant to Paragraph 11(b) hereof by the requisite number of Lenders;Default; and (4) Following the funding of the requested Loan: : (i) the sum of the aggregate principal amount of Tranche A Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche A Loans will not exceed the lesser of: a. the Aggregate Tranche A Credit Limit and b. the Collateral Value of the - - Tranche A Borrowing Base, (ii) the sum of the aggregate principal amount of Tranche B Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche B Loans will not exceed the lesser of: a. the Aggregate Tranche B Credit - Limit and b. - the Collateral Value of the Tranche B Borrowing Base, (iii) the aggregate principal amount of Loans outstanding advanced by any Lender will not exceed its respective Maximum Commitment, and (iv) ; and a. the aggregate principal amount of all Loans outstanding will not exceed the Aggregate Facility Commitment; (5Credit Limit; b. the applicable limitations of Paragraphs l(a), 2(a), 3(a) The Required Documents for and 5(d) above will not be exceeded; c. the Mortgage aggregate principal amount of Standard Loans being funded with the proceeds of such Loan shall have been received by and/or Swing Line Loans outstanding will not exceed the Collateral Agent (except as otherwise provided in subparagraph (o) Value of the definition Warehouse Borrowing Base, and d. the aggregate principal amount of "Eligible A/B Mortgage Loan"); (6) The maximum amount which may be Gestation Loans outstanding at any time as Tranche A Loans and Tranche B Loans under will not exceed the Facility II Agreement is outstanding; and (7) If the Administrative Agent is being requested to include any Mortgage Loan being funded with a Tranche A Loan or a Tranche B Loan as an Eligible A/B Mortgage Loan pursuant to a waiver of eligibility requirements as set forth in the last paragraph Collateral Value of the definition of "Eligible A/B Mortgage Loan," the Companies shall have notified the Administrative Agent and the Collateral Agent of the noncompliance or nonconformity of such Mortgage LoanGestation Loans Borrowing Base. By making delivering a Loan and/or Interest Rate Election Request to the Administrative Agent hereunder, the Companies Company shall be deemed to have represented and warranted the accuracy and completeness of the statements set forth in subparagraphs (b)(2) through (b)(7b)(4) above.

Ongoing Loans. As conditions precedent to each Lender's ------------- obligation or agreement to make any Loan hereunderhereunder (other than any Warehouse Loan advanced by the Lenders to repay any Swing Line Loan, subject to the provisos set forth in Paragraph 4(f)), including the first Loan and including the conversion of any Loan to another type of from or into a Eurodollar Loan or the continuation of any Eurodollar Loan after the end of the applicable Interest Period, at and as of the date of advancethe funding, conversion conversion, or continuance thereof;continuation: (1) There shall have been delivered to the Administrative Agent a Loan and/or Interest Rate Election Request therefortherefor and, if such Loan and/or Interest Rate Election Request requests a Loan, a Borrowing Base Certificate dated as of the date of the requested Loan; (2) The representations and warranties of the Companies Borrowers contained in the Credit Loan Documents shall be accurate true and complete correct in all material respects as if made on and as of the date of such advancefunding, conversion or continuancecontinuance (except to the extent that they were expressly made with respect to an earlier date, in which case they were true and correct in all material respects as of such earlier date); (3) There shall not have occurred and be continuing an Event of Default or Potential Default which has not been waived pursuant to Paragraph 11(b) hereof by the requisite number of LendersDefault; (4) Following the funding of the requested Loan: : (i) the sum of the aggregate principal amount of Tranche A Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche A Loans will not exceed the lesser of: a. the Aggregate Tranche A Credit Limit and b. the Collateral Value of the - - Tranche A Borrowing Base, (ii) the sum of the aggregate principal amount of Tranche B Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche B Loans will not exceed the lesser of: a. the Aggregate Tranche B Credit - Limit and b. - the Collateral Value of the Tranche B Borrowing Base, (iii) the The aggregate principal amount of Loans outstanding advanced by any Lender will not exceed its respective Maximum Commitment, and ; (ivA) the The aggregate principal amount of all Loans outstanding will not exceed the Aggregate Facility Commitment;Credit Limit; (B) the applicable limitations of Paragraphs 1(a), 2(a), 3(a), 4(a) and 6(d) will not be exceeded; (C) the aggregate principal amount of Warehouse Loans and Swing Line Loans outstanding will not exceed the Collateral Value of the Warehouse Borrowing Base; (D) the aggregate principal amount of Servicing Rights Loans outstanding will not exceed the Collateral Value of the Servicing Rights Borrowing Base; and (E) the aggregate principal amount of Working Capital Loans outstanding will not exceed the Collateral Value of the Working Capital Borrowing Base; and (5) The Required Documents for Since December 31, 2003, there shall not have occurred a material adverse change in the Mortgage Loans being funded with the proceeds of such Loan shall have been received by the Collateral Agent business, assets, liabilities (except as otherwise provided in subparagraph (o) actual or contingent), operations, financial condition, or business prospects of the definition of "Eligible A/B Mortgage Loan");Loan Parties taken as a whole. (6) The maximum amount which may be outstanding at By inclusion of any time Mortgage Loan, REO Property, Servicing Receivable, or Servicing Right, as Tranche A Loans and Tranche B Loans under applicable, in any computation of the Facility II Agreement is outstanding; and (7) If Collateral Value of the Warehouse Borrowing Base, the Collateral Value of the Servicing Rights Borrowing Base, or the Collateral Value of the Working Capital Borrowing Base, as applicable, on any Borrowing Base Certificate delivered to the Collateral Agent or the Administrative Agent is being requested Agent, the Borrowers shall be deemed to include any Mortgage Loan being funded with a Tranche A Loan or a Tranche B Loan represent and warrant to the Administrative Agent, the Collateral Agent, and the Lenders at and as an Eligible A/B Mortgage Loan pursuant to a waiver of eligibility requirements as the date of such computation that each of the criteria specifically set forth in the last paragraph respective definitions of each Collateral Type is true and correct; provided that, in the definition of "Eligible A/B event that any Mortgage Loan," , REO Property, Servicing Receivable, or Servicing Right fails to meet the Companies shall have notified criteria set forth in the Administrative Agent and the Collateral Agent of the noncompliance or nonconformity respective definitions of such Mortgage Collateral Type, such Collateral Type shall be deemed to have an Appraisal Value or Unit Collateral Value (as the case may be) of $0, but such failure shall not, in and of itself, constitute an Event of Default. This representation and warranty by the Borrowers shall be deemed to have been made on any day that a Warehouse Loan is made to refund a Swing Line Loan. By making delivering a Loan and/or Interest Rate Election Request to the Administrative Agent hereunder, the Companies Borrowers shall be deemed to have represented and warranted the accuracy and completeness of the statements set forth in subparagraphs (b)(2) through (b)(7b)(5) above.

Ongoing Loans. As conditions precedent to each Lender's ------------- obligation or agreement to make any Loan hereunderhereunder (other than any Tranche A Committed Loan advanced by the Lenders to repay Tranche C Loans), including the first Loan and including the conversion of any Loan to another type of from or into a Eurodollar Loan or the continuation of any Eurodollar Loan after the end of the applicable Interest Period, at and as of the date of advancethe funding, conversion or continuance thereof;continuation: (1) There shall have been delivered to the Administrative Agent a Loan And/Or Interest Rate Election Request or, in the case of a Bid Loan, the Bid Loan Confirmation therefor; (2) The representations and warranties of the Companies Company and the Parent contained in the Credit Loan Documents shall be accurate and complete in all material respects as if made on and as of the date of such advancefunding, conversion or continuance; (3) There shall not have occurred an Event of Default or Potential Default which has not been waived pursuant to Paragraph 11(b) hereof by the requisite number of LendersDefault; (4) Following the funding of the requested Loan: (i) the sum aggregate principal amount of Loans (other than Bid Loans) advanced by any Lender will not exceed its respective Maximum Commitment, (ii) the aggregate principal amount of Loans (other than Bid Loans which are not Tranche A Loans Bid Loans) outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche A Loans L/C Available Amount and any unrepaid L/C Drawings will not exceed the lesser of: a. the Aggregate Tranche A Committed Credit Limit and b. the Collateral Value of the - - Tranche A Borrowing Base, (ii) the sum of the aggregate principal amount of Tranche B Loans outstanding plus the aggregate principal amount outstanding of Swing Line Loans which have been identified by the Companies in the applicable Loan Request as being scheduled for repayment by Tranche B Loans will not exceed the lesser of: a. the Aggregate Tranche B Credit - Limit and b. - the Collateral Value of the Tranche B Borrowing Base, (iii) the aggregate principal amount of Loans outstanding advanced by plus the L/C Available Amount and any Lender unrepaid L/C Drawings will not exceed its Maximum Commitmenta. the applicable limitations of Paragraphs 1(a), 3(a), 4(a), 5(a) and 7(d) above, and (iv) b. as applicable, the aggregate principal amount Collateral Value of all Loans outstanding will not exceed the Aggregate Facility Commitment;Warehouse Borrowing Base and the Collateral Value of the Working Capital Borrowing Base; and (5) The If the Loan is a Tranche A Loan, a Tranche C Loan or a Bid Loan, the Required Documents for the Mortgage Loans Loan(s) being funded with the proceeds of such Loan or acquired therewith shall have been received by the Collateral Agent (except as otherwise provided in subparagraph (oCustodian or such Mortgage Loan(s) of the definition of "Eligible A/B Mortgage Loan"); (6) The maximum amount which may be outstanding at any time as Tranche A Loans and Tranche B Loans under the Facility II Agreement is outstanding; and (7) If the Administrative Agent is being requested to include any Mortgage Loan being funded with a Tranche A Loan or a Tranche B Loan as an Eligible A/B Mortgage Loan pursuant to a waiver of eligibility requirements as set forth in the last paragraph of the definition of "Eligible A/B Mortgage Loan," the Companies shall have notified the Administrative Agent and the been identified as Collateral Agent of the noncompliance or nonconformity of such Mortgage Loanon a duly executed Collateral Confirmation Agreement. By making delivering a Loan And/Or Interest Rate Election Request or Bid Loan Confirmation to the Administrative Agent hereunder, the Companies Company shall be deemed to have represented and warranted the accuracy and completeness of the statements set forth in subparagraphs (b)(2) through (b)(7b)(5) above.