PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
7
"Termination Assistance Period" shall have the meaning set forth in
Section 22A(a).
"Termination Assistance Services" shall have the meaning set forth in
Section 22A(a).
"Trademark Use Agreement" means the Trademark Use Agreement, dated as
of the date hereof, between MLCC and PHH, as the same may be amended from time
to time in accordance with the terms thereof.
(b) Definitions. The following terms have the meanings set forth in
the Section set forth below:
Definition
Location
Bankrupt Party
22
Competitor
14(b)
Competitor Data Point
14(b)
Conditional Marketing Obligations
3A(f)
Customer Fees and Charges
13(a)
Customer Survey
38(a)
Customers
2(a)
Exception Loan
6(f)
Extension Term
22
FCs
3(a)
FC Channel
3(a)
FC Survey
38(a)
HMDA
15(a)(i)
Indemnitees
32
Indemnitor
32
Initial Termination Date
22
Key Customer Question
38(a)
Key FC Questions
38(a)
Letter Agreement
12(a)
Losses
32
LSI
6(c)
[* * *]
14(c)
MLCC Pricing
2(a)
MLCC Underwriting Guidelines
6(b)
MLPF&S
42
Mortgage Lending Law
15(a)
Mortgage Loan Disclosure
15(a)
Mortgage Loan Documents
15(a)
Origination Assistance Fee
12(a)
PHH Data Point
14(b)
PHH Pricing
2(a)
Pipeline Loan Fees
12(b)
Pre-Approval Decision
5(b)(iii)
Pricing Occurrence
14(b)
[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
8
Definition
Location
Private Label Business Channel
14(c)
Programs
14(b)
Proprietary Marks
29
Rate
14(b)
Survey
38(a)
Survey Failure
38(b)
Telemarketing Origination Channel
5(b)(i)
Telephone Lines
5(b)(i)
USPC
3(c)
(c) Interpretation. (i) The headings contained in this Agreement or in
any Exhibit hereto are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. All Exhibits annexed hereto
or referred to herein are hereby incorporated in and made part of this Agreement
as if set forth herein. Any capitalized terms used in any Exhibit but not
otherwise defined therein shall have the meaning as defined in this Agreement.
(ii) In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Agreement.
(iii) The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation." The word "will" shall be
construed to have the same meaning and effect as the word "shall." Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document