Common use of Amendment, Restatement and Consolidation Clause in Contracts

Amendment, Restatement and Consolidation.

Amendment, Restatement and Consolidation. Administrative Agent, CS Buyers and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, as amended, restated, supplemented or otherwise modified from time to time (the “Existing Agreement”). Barclays and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015 (as amended, restated or otherwise modified from time to time, the “Existing Barclays Repurchase Agreement”). Administrative Agent, Buyers and the Seller desire to enter into Joinder and Amendment No. 4 to the Existing Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (“Amendment No. 4”), in order to consolidate, amend and restate the Existing Agreement and the Existing Barclays Repurchase Agreement in their entirety. The consolidation, amendment and restatement of the Existing Agreement and the Existing Barclays Repurchase Agreement shall become effective on the Amendment Effective Date, and each of Administrative Agent, Buyers and the Seller shall hereafter be bound by the terms and conditions of the Existing Agreement as amended by Amendment No. 4 (the “Consolidated Agreement”) and the other Program Agreements. The Consolidated Agreement consolidates, amends and restates the terms and conditions of the Existing Agreement and the Existing Barclays Repurchase Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Existing Agreement or the Existing Barclays Repurchase Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing Agreement and the Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent, Buyers and the Seller that the security interests and liens granted in the Purchased Assets or Repurchase Assets pursuant to Section 8 of the Existing Agreement and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. All references to the Existing Agreement in any Program Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to the Consolidated Agreement and the provisions hereof.

Amendment, Restatement and Consolidation. The Borrower, the Administrative Agent and the Required Lenders (as defined in the Existing BAML Credit Agreement) hereby acknowledge and agree that (i) Bank of America, N.A. has resigned as administrative agent under the Existing BAML Credit Agreement, (ii) all of Bank of America, N.A.’s obligations in such capacity as administrative agent have terminated and (iii) all references to the Administrative Agent herein and in the other Loan Documents shall be a reference solely to KeyBank National Association. The Borrower, the Administrative Agent and the lenders party to the Existing BAML Agreement that are Lenders under this Agreement and the Administrative Agent and the Required Lenders (as defined in the Existing KeyBank Agreement) party to the Existing KeyBank Agreement each hereby agrees that, at such time as this Agreement shall have become effective, the Existing BAML Agreement and the Existing KeyBank Agreement automatically shall be deemed consolidated, replaced and superseded by this Agreement and the Borrower and the lenders party to the Existing BAML Agreement and the Existing KeyBank Agreement shall no longer have any obligations thereunder (other than those obligations in either of the Existing BAML Agreement or the Existing KeyBank Agreement that expressly survive the termination of the Existing BAML Agreement or the Existing KeyBank Agreement, as applicable) and instead all obligations of the Borrower and the lenders under the Existing BAML Agreement and the Existing KeyBank Agreement are now evidenced by this Agreement. The Borrower represents and warrants to the Administrative Agent and each Lender that, simultaneously with the closing and funding of the initial Loan Advances under this Agreement, a portion of said initial Loan Advances will be disbursed to the administrative agents under the Existing BAML Facility and the Existing KeyBank Facility for repayment in full of all principal, interest, fees and other amounts owing under the Existing BAML Agreement and/or the Existing KeyBank Agreement, respectively. It is the intention of the parties to this Agreement that this Agreement not operate as a novation of the obligations under the Existing BAML Agreement or the Existing KeyBank Agreement and shall not operate as a novation or waiver of any right, power or remedy of the Administrative Agent or any Lender. The Security Documents with respect to the existing Borrowing Base Properties and the existing Borrowing Base Property Owners (as applicable) continue to create a valid security interest in, and Lien upon, the Collateral described therein, in favor of the Administrative Agent, for the benefit of the Lenders to secure the Obligations under this Agreement.