Equity Contracts Clause Samples

Equity Contracts. Schedule 3.4 accurately identifies each Contract to which the Company is a party that contains any voting rights, information rights, registration rights, financial statement requirements, sale bonuses, phantom stock rights or other similar contractual rights or that otherwise relates to the equity securities of the Company that will remain in effect following the Closing. Except for the equity interests set forth on Schedule 3.4, there are no outstanding rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements that could require the issuance or sale of any shares of equity interests (or securities convertible into or exchangeable for its equity interests) of the Company. The Company is not obligated to redeem or otherwise acquire any of its outstanding equity interests. The New Shares and the other equity interests and other securities of the Company are free and clear of all Liens and restrictions, except for restrictions arising out of applicable securities laws or pursuant the terms and conditions of the Ancillary Documents or pursuant to any other written agreements between the Company and a holder thereof.

Equity Contracts. By Cut-off Date Principal ------------------------------------- Balance, _____ % of the Initial Adjustable Rate Home Equity Contracts are secured by property located in _____, _____ % in _____ and _____ % in _____. No other state represents more than 5% of the aggregate Cut-off Date Principal Balances of the Initial Adjustable Rate Home Equity Contracts. No more than 1% of the Adjustable Rate Home Equity Contracts by Cut- off Date Principal Balance are secured by property located in an area with the same five-digit zip code.

Equity Contracts. The Adjustable Rate Home ------------------------------------- Equity Contracts will have the following characteristics: (i) 100% are secured by a mortgage, deed of trust or security deed on the related real estate; (ii) none has a remaining maturity of more than 360 months; (iii) none has a final scheduled payment date later than _____; (iv) the Contract Rate on each is subject to annual or semiannual adjustment, after an initial period of up to 36 months, to equal the sum of (A) the per annum rate equal to the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market based on quotations of major banks, as published in The Wall Street Journal, plus (B) a fixed percentage amount specified in the related Contract (the "gross margin"), provided that the Contract Rate will not increase or decrease on any adjustment date by more than _____ % per annum and will not exceed a maximum rate specified in the related Contract; (v) none has a gross margin of less than _____ % or more than _____ %; and (vi) no more than _____ % (by Cut-off Date Principal Balance) of the Cut-off Date Pool Principal Balance of Sub-Pool HE consists of Adjustable Rate Home Equity Contracts having a Contract Rate less than _____ %.

Equity Contracts. The Adjustable Rate Home Equity Contracts will have the following characteristics: (i) 100% are secured by a mortgage, deed of trust or security deed on the related real estate; (ii) none has a remaining maturity of more than 360 months; (iii) none has a final scheduled payment date later than March 2028; (iv) the Contract Interest Rate on each is subject to annual or semiannual adjustment, after an initial period of up to 36 months, to equal the sum of (A) the per annum rate equal to the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market based on quotations of major banks, as published in The Wall Street Journal, plus (B) a fixed percentage amount specified in the related Contract (the "gross margin"), provided that the Contract Interest Rate will not increase or decrease on any adjustment date by more than 3% per annum and will not exceed a maximum rate specified in the related Contract; (v) none has a gross margin of less than 2.0% or more than 10.0%; and (vi) of the Cut-off Date Pool Principal Balance of Sub-Pool HE consists of Adjustable Rate Home Equity Contracts having a Contract Interest Rate less than 6.99%. None of the Adjustable Rate Home Equity Contracts has a Minimum Contract Rate of less than 6.99%. None of the Subsequent Adjustable Rate Home Equity Contracts has a Minimum Contract Rate of less than 6.17%. The weighted average (by Scheduled Principal Balance) loan to value ratio of the Adjustable Rate Home Equity Contracts as of the Post-Funding Payment Date will not be more than 200 basis points more than such ratio with respect to the Initial Adjustable Rate Home Equity Contracts. The weighted average (by Scheduled Principal Balance) of the Contract Interest Rates of the Adjustable Rate Home Equity Contracts as of the Post-Funding Payment Date will not be more than 25 basis points less than the weighted average of the Contract Interest Rates of the Initial Adjustable Rate Home Equity Contracts. The percentage (by Scheduled Principal Balance) of the Adjustable Rate Home Equity Contracts as of the Post-Funding Payment Date which are identified by the Company under its standard underwriting criteria as "B," "C," and "D" credits will not be more than 300 basis points, 200 basis points, and 100 basis points, respectively, more than the percentage of Initial Adjustable Rate Home Equity Contracts identified as B, C, and D credits.

Equity Contracts. Reference is made to VWE Legal Due Diligence Dropbox Folder > 20. Contracts > Layer Cake > Closing Documents, “Closing Document — Woodbridge Note —Fully Executed.pdf’, Section 2, Conversion.