Portfolio Agreements means each administration agreement, advisory agreement, collateral administration agreement, hedge agreement (if any), indenture, collateral management agreement, offering document, escrow agreement, fiscal agent agreement, charter documents of each issuer, insurance agreement (if any) and all other agreements and documents related to the CDO. For the avoidance of doubt, Portfolio Agreements does not include any agreement or document relating to any investments owned by the CDO. "Preferred Shares" means each class or series of shares of preferred stock of NFI. "Proxy Statement" means the letter to Shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, required to be distributed to the Shareholders in connection with any annual or special meeting of the Shareholders, including any schedules or exhibits required to be filed with the SEC in connection therewith. "Real Property" means any lot, parcel or tract of land in which any person has a property interest and any Improvements located thereon. "Registration Rights and Shareholders Agreement" has the meaning set forth in the recitals. "Regulation D" has the meaning set forth in the recitals. "REIT Dividend Record Date" has the meaning set forth in Section 6.8(a). "REIT Dividends" means the dividend by NFI of the Series E Preferred Shares to be issued to satisfy NFI's Section 856 Trust distribution requirements. "REO" means Real Property relating to any Residential Mortgage Loan upon which NFI or any of its Subsidiaries has foreclosed and which is being held for resale in the ordinary course of business. "Residential Mortgage Loan" means a loan evidenced by a Mortgage Note secured by a Mortgage, with respect to which the Mortgaged Property is a single parcel of real property with a detached single-family residence thereon, or a two- to four-family dwelling, a townhouse, or an individual condominium unit in a condominium, a cooperative unit, or an individual unit in a planned unit development. "Residual Interests Cash Flow Schedule" has the meaning set forth in Section 3.6(c). "Restraint" has the meaning set forth in Section 7.1(d). "Restricted Shares" means grants under the Incentive Plans of shares of restricted stock, which have performance-based or time-based vesting conditions. "Retained Interests" has the meaning set forth in Section 3.15(h). "Reverse Stock Split" has the meaning set forth in Section 3.21. -10-
INDEMNIFYING PARTY: Means any party required to indemnify any other party under ARTICLE 3.2 of this EXHIBIT E or under the indemnification provisions substantially identical to ARTICLE 3.2 hereof in the other Portfolio Agreements.
Borrower shall deliver to Lender the Series 2009-WFEFI Portfolio Certificate and copies of all other Form Portfolio Agreements certified by the Borrower as true and correct copies thereof.
Prior to the date hereof, NFI has made available to Investors a complete set of Portfolio Agreements relating to the CDO, including copies of all amendments, modifications and waivers related thereto.
NFC shall deliver to Purchaser copies of all Form Portfolio Agreements certified by the NFC as true and correct copies thereof.
The Agreements set forth on Exhibit I (the "Portfolio Agreements"), duly executed by OBC, Gold Key and GKR-A.