Common use of Restrictions on Advances to Mortgage Banking Subsidiaries Clause in Contracts

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.07, (a) make or permit any Subsidiary (other than NVRMF) to make any loan or advance to a Mortgage Banking Subsidiary, except for loans and advances from the Borrower to NVRMF (or to any other Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) which are made under, and evidenced by, the Mortgage Banking Note that is in the possession of and pledged to Administrative Agent, (b) permit the aggregate amount of all loans and advances made to the Mortgage Banking Subsidiaries outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (i) Indebtedness under the Mortgage Banking Warehouse Facility plus (ii) all other Indebtedness of the Mortgage Banking Subsidiaries (excluding Secured Indebtedness secured by, and obligations under repurchase agreements with respect to, Property not included in the Mortgage Banking Borrowing Base); (c) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (d) modify, amend, extend or in any way change the terms of the Mortgage Banking Note; (e) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Note or otherwise, at any time after the occurrence and during the continuance of a Default or Unmatured Default; or (f) except as may otherwise be provided in the Mortgage Banking Warehouse Facility, permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (i) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (ii) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Note).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.077.05, (a) make or permit any Subsidiary (other than NVRMF) to make any loan or advance to be made by a Loan Party to a Mortgage Banking Subsidiary, except for loans and advances from a Loan Party to the Borrower to NVRMF (or to any other Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Administrative Agent and pledged to Administrative Agent, for which the Borrower shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (b) permit the aggregate amount of all loans and advances made by the Loan Parties to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (i) Indebtedness under the net carrying value of all mortgage loans held by such Mortgage Banking Warehouse Facility plus Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and less the aggregate principal amount of all mortgage loans held for sale by such Mortgage Banking Subsidiaries which are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and (ii) all other Indebtedness 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiaries Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (excluding Secured Indebtedness secured byexclusive of those amounts deducted in the calculation required under clause (i) above) if, and obligations under repurchase agreements to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (c) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (d) modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (e) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during Administrative Agent has been granted a security interest in the continuance Mortgage Banking Subsidiaries Note pursuant to Section 8.02 except to the extent of a Default or Unmatured Defaultany principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (f) except as may otherwise be provided in the Mortgage Banking Warehouse Facility, permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (i) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (ii) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.077.05, (a) make or at any time at which the Borrower does not have an Investment Grade Rating from at least one of the three Rating Agencies, permit any Subsidiary (other than NVRMF) to make any loan or advance to be made by a Loan Party to a Mortgage Banking Subsidiary, except for loans and advances from a Loan Party to the Borrower to NVRMF (or to any other Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Administrative Agent and pledged to Administrative Agent, for which the Borrower shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (b) permit the aggregate amount of all loans and advances made by the Loan Parties to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (i) Indebtedness under the net carrying value of all mortgage loans held by such Mortgage Banking Warehouse Facility plus Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and less the aggregate principal amount of all mortgage loans held for sale by such Mortgage Banking Subsidiaries which are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and (ii) all other Indebtedness 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiaries Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (excluding Secured Indebtedness secured byexclusive of those amounts deducted in the calculation required under clause (i) above) if, and obligations under repurchase agreements to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (c) assign, transfer, pledge, hypothecate or encumber in any way any indebtedness of any Mortgage Banking Subsidiary to any Loan Party (including without limitation the Mortgage Banking Subsidiaries Note), any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (d) at any time at which the Borrower does not have an Investment Grade Rating from at least one of the three Rating Agencies, modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (e) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during Administrative Agent has been granted a security interest in the continuance Mortgage Banking Subsidiaries Note pursuant to Section 8.01 except to the extent of a Default or Unmatured Defaultany principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (f) except as may otherwise be provided in the Mortgage Banking Warehouse Facility, permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (i) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (ii) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.07, 7.05. (a) make or permit any Subsidiary (other than NVRMF) to make any loan or advance to be made by a Loan Party to a Mortgage Banking Subsidiary, except for loans and advances from a Loan Party to the Borrower to NVRMF (or to any other Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Administrative Agent and pledged to Administrative Agent, for which the Borrower shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (b) permit the aggregate amount of all loans and advances made by the Loan Parties to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (i) Indebtedness under the net carrying value of all mortgage loans held by such Mortgage Banking Warehouse Facility plus Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and less the aggregate principal amount of all mortgage loans held for sale by such Mortgage Banking Subsidiaries which are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and (ii) all other Indebtedness 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiaries Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (excluding Secured Indebtedness secured byexclusive of those amounts deducted in the calculation required under clause (i) above) if, and obligations under repurchase agreements to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (c) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (d) modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (e) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during Administrative Agent has been granted a security interest in the continuance Mortgage Banking Subsidiaries Note pursuant to Section 8.02 except to the extent of a Default or Unmatured Defaultany principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (f) except as may otherwise be provided in the Mortgage Banking Warehouse Facility, permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (i) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (ii) individually, or in the aggregate, impose any restriction on Table of Contents the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.077.05, (a) make or permit any Subsidiary (other than NVRMF) to make any loan or advance to be made by a Loan Party to a Mortgage Banking Subsidiary, Subsidiary except for loans and advances from a Loan Party to the Borrower to NVRMF (or to any other Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Administrative Agent and pledged to Administrative Agent, for which the Company shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (b) permit the aggregate amount of all loans and advances made by the Loan Parties to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (i) Indebtedness under the net carrying value of all mortgage loans held by such Mortgage Banking Warehouse Facility plus Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and less the aggregate principal amount of all mortgage loans held for sale by such Mortgage Banking Subsidiaries which are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and (ii) all other Indebtedness 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiaries Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (excluding Secured Indebtedness secured byexclusive of those amounts deducted in the calculation required under clause (i) above) if, and obligations under repurchase agreements to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (c) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (d) modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (e) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during Administrative Agent has been granted a security interest in the continuance Mortgage Banking Subsidiaries Note pursuant to Section 8.02 except to the extent of a Default or Unmatured Defaultany principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (f) except as may otherwise be provided in the Mortgage Banking Warehouse Facility, permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (i) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (ii) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.07, (ai) make or permit any Subsidiary (other than NVRMF) to make Permit any loan or advance to be made by the Borrower to a Mortgage Banking Subsidiary, Subsidiary except for loans and advances from the Borrower Company to NVRMF (or to any other the Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Agent and pledged to Administrative Agent, for which the Company shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (bii) permit the aggregate amount of all loans and advances made by the Company to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (ia) Indebtedness under the aggregate principal amount of all mortgage loans held for sale by such Mortgage Banking Warehouse Facility plus (ii) Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other Indebtedness lenders, and less the aggregate principal amount of the all mortgage loans held for sale by such Mortgage Banking Subsidiaries (excluding Secured Indebtedness secured bywhich are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and obligations (b) 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (exclusive of those amounts deducted in the calculation required under repurchase agreements clause (a) above) if, and to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (ciii) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (div) modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (ev) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during the continuance of Agent has been granted a Default or Unmatured Default; or (f) except as may otherwise be provided security interest in the Mortgage Banking Warehouse Facility, Subsidiaries Note except to the extent of any principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (vi) permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (ia) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (iib) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).

Restrictions on Advances to Mortgage Banking Subsidiaries. Subject to Section 7.077.05, (ai) make or permit any Subsidiary (other than NVRMF) to make Permit any loan or advance to be made by the Borrower to a Mortgage Banking Subsidiary, Subsidiary except for loans and advances from the Borrower Company to NVRMF (or to any other the Mortgage Banking Subsidiary that may hereafter execute and deliver a Mortgage Banking Note) Subsidiaries which are made under, and evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession of Agent and pledged to Administrative Agent, for which the Company shall have obtained a written acknowledgment from each Mortgage Banking Subsidiary that the same are evidenced and governed by the Mortgage Banking Subsidiaries Note; (bii) permit the aggregate amount of all loans and advances made by the Company to the any Mortgage Banking Subsidiaries Subsidiary outstanding at any time to exceed the amount by which the Mortgage Banking Borrowing Base exceeds the sum of (ia) Indebtedness under the net carrying value of all mortgage loans held by such Mortgage Banking Warehouse Facility plus (ii) Subsidiary, less the aggregate principal amount of all promissory notes payable by such Mortgage Banking Subsidiary to banks or other Indebtedness lenders, and less the aggregate principal amount of the all mortgage loans held for sale by such Mortgage Banking Subsidiaries (excluding Secured Indebtedness secured bywhich are pledged, assigned or otherwise encumbered, to the extent that said aggregate amount exceeds the aggregate principal amount of notes payable by such Mortgage Banking Subsidiary to banks or other lenders, and obligations (b) 1.5% of the principal amount of all mortgages serviced by such Mortgage Banking Subsidiary, less any loans or other financing to such Mortgage Banking Subsidiary associated with the servicing portfolio (exclusive of those amounts deducted in the calculation required under repurchase agreements clause (a) above) if, and to the extent that, the servicing rights with respect to, Property to such mortgages are not included in the Mortgage Banking Borrowing Base)subject to any Lien; (ciii) assign, transfer, pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries Note, any interest therein or any sums due or to become due thereunder, other than the pledge thereof to the Administrative Agent hereunder; (div) modify, amend, extend or in any way change the terms of the Mortgage Banking Subsidiaries Note; (ev) make any principal advances to any Mortgage Banking Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any time after the occurrence and during the continuance of Agent has been granted a Default or Unmatured Default; or (f) except as may otherwise be provided security interest in the Mortgage Banking Warehouse Facility, Subsidiaries Note except to the extent of any principal prepayments under the Mortgage Banking Subsidiaries Note in excess of the mandatory principal payments required thereunder; or (vi) permit a Mortgage Banking Subsidiary to enter into any agreement or agreements which (ia) in any way restrict the payment of dividends by such Mortgage Banking Subsidiary or (iib) individually, or in the aggregate, impose any restriction on the repayment of any indebtedness of a Mortgage Banking Subsidiary to any Person (including, without limitation, the indebtedness payable under the Mortgage Banking Subsidiaries Note) other than a restriction on the payment of the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted restriction shall be applicable only after the aggregate principal amount of indebtedness owed by UAMC to any Person shall be less than or equal to $5,000,000).