Preview | Warehousing Credit and Security Agreement |


3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8.		Interest Interest Limitation Principal Payments Warehousing Fees Miscellaneous Fees and Charges Overdraft Advances Method of Making Payments Buydowns.


4.1. 4.2. 4.3. 4.4. 4.5. 4.6.		Grant of Security Interest Maintenance of Collateral Records Release of Security Interest in Pledged Loans Collection and Servicing Rights Return of Collateral at End of Warehousing Commitment Delivery of Collateral Documents


6.1. 6.2. 6.3. 6.4. 6.5. 6.6. 6.7. 6.8. 6.9. 6.10. 6.11. 6.12. 6.13. 6.14.		Place of Business Organization; Good Standing; Subsidiaries Authorization and Enforceability Approvals Financial Condition Litigation Compliance with Laws Regulation U Investment Company Act Payment of Taxes Agreements Title to Properties ERISA Assumed Names


7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. 7.11. 7.12.		Payment of Obligations Financial Statements Other Borrower Reports Maintenance of Existence; Conduct of Business Compliance with Applicable Laws Inspection of Properties and Books; Operational Reviews Notice Payment of Debt, Taxes and Other Obligations Insurance Closing Instructions Other Loan Obligations Use of Proceeds of Warehousing Advances


8.1. 8.2. 8.3. 8.4. 8.5. 8.6. 8.7. 8.8.		Restrictions on Fundamental Changes Accounting Changes Minimum Consolidated Tangible Net Worth Maximum Consolidated Leverage Ratio Minimum Liquidity Maximum Consolidated Senior Indebtedness Ratio Minimum Consolidated Interest and Distributions Coverage Ratio Underwriting Guidelines


9.1. 9.2. 9.3. 9.4.		Special Representations and Warranties Concerning Warehousing Collateral Special Affirmative Covenants Concerning Warehousing Collateral Special Negative Covenants Concerning Warehousing Collateral Special Representations and Warranties Concerning Bridge Mortgage Loans


10.1. 10.2. 10.3. 10.4. 10.5.		Events of Default Remedies Application of Proceeds Lender Appointed Attorney-in-Fact Right of Set-Off


11.1. 11.2. 11.3. 11.4. 11.5. 11.6. 11.7. 11.8. 11.9. 11.10. 11.11. 11.12. 11.13. 11.14. 11.15. 11.16.		Notices Reimbursement Of Expenses; Indemnity Financial Information Terms Binding Upon Successors; Survival of Representations Assignment Amendments Governing Law Participations Relationship of the Parties Severability Counterparts Headings/Captions Entire Agreement Consent to Jurisdiction Waiver of Jury Trial Waiver of Punitive, Consequential, Special or Indirect Damages


Exhibit A-BR		Request for Advance Against Eligible Bridge Mortgage Loans

Exhibit A-APP-BR		Approval Request for Warehousing Advance Against Bridge Mortgage Loans

Exhibit B-BR		Procedures and Documentation for Warehousing Bridge Mortgage Loans

Exhibit B		Schedule of Servicing Portfolio

Exhibit C		Omitted Intentionally

Exhibit D		Subsidiaries

Exhibit E		Compliance Certificate

Exhibit F		Schedule of Lines of Credit

Exhibit G		Assumed Names

Exhibit H		Eligible Loans and Other Assets

Exhibit I		Collateral Operations Fee Schedule

WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of May 31, 2006 among MMA CONSTRUCTION FINANCE, LLC, a Maryland limited liability company, as borrower (the Borrower) and WASHINGTON MUTUAL BANK, as lender (Lender).

Lender has agreed to provide that financing to Borrower subject to the terms and conditions of this Agreement.

Subject to Borrowers satisfaction of the conditions set forth in Article 5, the Closing Date for the transactions contemplated by this Agreement is the date set forth as the Closing Date on the signature page to this Agreement.

On the terms and subject to the conditions and limitations of this Agreement, including Exhibit H, Lender agrees to make Warehousing Advances to Borrower from the Closing Date to the Business Day immediately preceding the Warehousing Commitment Termination Date, during which period Borrower may borrow, repay and reborrow in accordance with the provisions of this Agreement. Lender has no obligation to make Warehousing Advances in excess of the Warehousing Commitment Amount. While a Default or Event of Default exists, Lender may refuse to make any additional Warehousing Advances to Borrower. All Warehousing Advances under this Agreement constitute a single indebtedness, and all of the Collateral is security for the Warehousing Note and for the performance of all of the Obligations.

1.2

(a) The Warehousing Commitment expires on the earlier of (Warehousing Commitment Termination Date): (a) April 1, 2008, on which date the Warehousing Commitment will expire of its own term; provided, however, Lender shall have the option (exercisable at its sole and absolute discretion) in connection with its annual review of Borrower and Borrowers business, operations, assets or financial condition to either (i) reset the covenants contained herein or (ii) immediately terminate its obligations under this Agreement (including, without limitation, as a result of any change in the general business plan of Lender or any adverse change in Borrowers business, operations, assets or financial condition as a whole); provided further that if Lender opts to so terminate and subject to Lenders other rights and remedies hereunder, the Warehousing Maturity Date shall be deemed to be 12 months after the effective date of such termination; and (b) the date the Warehousing Commitment is terminated and the Warehousing Advances become due and payable under Section 10.2.

1.2

(b) Upon not less than sixty (60) days prior written notice to the Lender, Borrower may terminate the Warehousing Commitment (effective 60 days from the date of such notice) at any time in which event Borrower shall pay to the Lender the outstanding principal amount of all Warehousing Advances and any accrued and unpaid interest on or before the effective date of such termination.

Warehousing Advances are evidenced by Borrowers promissory note, payable to Lender on the form prescribed by Lender (Warehousing Note). The term Warehousing Note as used in this Agreement includes all amendments, restatements, renewals or replacements of the original Warehousing Note and all substitutions for it. All terms and provisions of the Warehousing Note are incorporated into this Agreement.

To obtain a Warehousing Advance under this Agreement, Borrower must deliver not later than (a) 7 Business Days before the Business Day on which Borrower desires the Warehousing Advance against a Bridge Mortgage Loan, an Approval Request and Underwriting Documents and (b) 12:00 p.m. (Central Time) on the Business Day on which Borrower desires the Warehousing Advance against a Bridge Mortgage Loan which has been previously approved by the Lender for inclusion in Collateral pursuant to this Section 2.1, a Warehousing Advance Request (Warehousing Advance Request"). Within 5 Business Days after receipt of an Approval Request and Underwriting Documents for a Bridge Mortgage Loan, Lender may, in its sole discretion, accept or reject that Approval Request, and will notify Borrower of its decision. Subject to the delivery and approval of a Warehousing Advance Request, the delivery of the Underwriting Documents and the satisfaction of the conditions set forth in Sections 5.1 and 5.2, Borrower may obtain a Warehousing Advance under this Agreement upon compliance with the procedures set forth in this Section and in the applicable Exhibit B, including delivery to Lender of all required Collateral Documents. Lenders current form of Warehousing Advance Request is set forth in the applicable Exhibit A. Upon not less than 3 Business Days prior Notice to Borrower, Lender may modify its form of Approval Request and Warehousing Advance Request to conform to current legal requirements or Lender practices and, as so modified, those documents will become part of this Agreement.

3.1

(a) Except as otherwise provided in this Section, Borrower must pay interest on the unpaid amount of each Warehousing Advance from the date the Warehousing Advance is made until it is paid in full at the Interest Rate.

3.1

(b) Lender computes interest on the basis of the actual number of days in each month and a year of 360 days (Accrual Basis). Lender shall on or before the fifteenth (15th) of each month deliver to the Borrower billings for interest due and payable for the immediately preceding month on Warehousing Advances and administrative fees due and payable as set forth in Section 3.1(c) below and all Miscellaneous Fees and Charges. On or before the twenty-fifth (25th) of each month, the Borrower shall pay to the Lender the full amount of interest and fees billed for the immediately preceding month.

End of Preview


1.1. 1.2. 1.3.		The Warehousing Commitment Expiration of Warehousing Commitment Warehousing Note


5.1. 5.2. 5.3.		Initial Advance Each Advance Force Majeure