[***], (v) has a combined loan to value no greater than [***], and (vi) that is subject to a Takeout Commitment.
Servicing Rights Facility shall mean that certain Loan and Security Agreement, dated as of July 26, 2017, by and between Seller, as borrower, and Buyer, as bank, as the same may be amended or revised from time to time.
State Agency Program Loan shall mean a mortgage loan originated by Seller in accordance with the applicable guidelines of, and in anticipation of sale to, state housing authorities, as approved by Buyer in writing in its sole discretion.
Surplus Amount shall mean [***].
Termination Date shall mean July 14, 2020 or such earlier date as determined by Buyer pursuant to its rights and remedies under the Agreement.
Test Date shall mean the last day of each calendar month with respect to Sections 3(a), 3(b) and 3(c) below and the last day of each fiscal quarter with respect to Section 3(d) below.
Transaction Term Limitation shall mean for each Transaction, the number of days such Transaction remains outstanding, which shall not exceed (a) with respect to any Mortgage Loan other than an Aged Mortgage Loan, [***] and (b) with respect to an Aged Mortgage Loan, [***].
Warehouse Fees shall mean those fees listed on Schedule 1 [Omitted pursuant to Item 601(a)(5) of Regulation S-K] hereto.
Wet Delivery Deadline shall mean, with respect to each Wet Mortgage Loan, the date that is [***] following the related Purchase Date for such Wet Mortgage Loan.
Section 2. No Commitment. The Agreement does not constitute a commitment by Buyer to enter into Transactions under the Agreement. The parties acknowledge that Buyer will enter into Transactions with Seller in Buyers sole discretion and subject to satisfaction of all terms and conditions of the Agreement.
Section 3. Certain Financial Condition Covenants. Without limiting any provision set forth in the Agreement, Seller shall comply with the following covenants, each to be tested on each Test Date occurring prior to the Termination Date:
(a) Maintenance of Adjusted Tangible Net Worth. Seller shall ensure HoldCo maintains an Adjusted Tangible Net Worth of not less than [***].
(b) Maintenance of Ratio of Adjusted Indebtedness to Adjusted Tangible Net Worth. Seller shall ensure HoldCo maintains the ratio of Adjusted Indebtedness to Adjusted Tangible Net Worth of no greater than [***].
(c) Maintenance of Liquidity. Seller shall ensure that HoldCo has cash and Cash Equivalents (excluding Restricted Cash or cash pledged to Persons other than Buyer), in an amount not less than [***], which shall be comprised of a minimum of [***] in cash. In determining Cash Equivalents and Sellers compliance with the foregoing liquidity maintenance requirement, up to [***] may be comprised of voluntary buy-downs by Seller of its existing warehouse facilities, as approved by Buyer for purposes of such