Common use of Facilities with Other Lenders Clause in Contracts

Facilities with Other Lenders. In the event that the Borrower shall enter into, or shall amend or modify, any other agreement for pari passu Debt (for the avoidance of doubt, excluding any guarantee made by the Borrower with respect to any commercial real estate loan revolving repurchase agreement or commercial real estate loan revolving secured warehouse facility) with any other lender (each as in effect after giving effect to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes any financial covenant that is comparable to any of the financial covenants set forth in this Agreement or in any other Loan Document, and such comparable financial covenant is more restrictive to the Borrower or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in this Agreement or in any other Loan Document, or is in addition to any financial covenant set forth in this Agreement or in any other Loan Document (each, a “Third Party Financial Covenant”), then such Third Party Financial Covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower or the Agents, automatically become a part of this Agreement or any other Loan Document and be incorporated herein and/or therein, and the Borrower hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effect. In connection herewith, the Borrower agrees to promptly notify (in writing) Agents of the execution of any agreement or other document that would cause the provisions of this Section 6.12(g) to become effective. Each party agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement or any other Loan Document necessary to evidence all such new or modified provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto.

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, any other agreement for pari passu Debt Guarantor is obligated (for the avoidance of doubt, excluding any guarantee made by the Borrower as a guarantor with respect to any commercial real estate loan revolving repurchase agreement assets or as a direct obligor in respect of commercial real estate loan revolving secured warehouse facilityassets owned directly by Guarantor) with under any other lender repurchase agreement, warehouse facility or other similar credit facility involving the financing of commercial real estate assets which is similar to the financing of the Purchased Assets under the Repurchase Agreement (each as whether now in effect after giving or in effect at any time during the term of this Guarantee) to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes comply with any financial covenant that is comparable to any of the financial covenants set forth in Section 9 of this Agreement Guarantee or in like covenants in any other Loan Transaction Document, and such comparable financial covenant is more restrictive to the Borrower Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in this Agreement Guarantee or in any other Loan Transaction Document, or is in addition to any financial covenant set forth in this Agreement Guarantee or in any other Loan Document (each, a “Third Party Financial Covenant”)Transaction Document, then such Third Party Financial Covenant comparable financial covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower Guarantor or the AgentsBuyer, automatically become a part of this Agreement Guarantee or any in such other Loan Document Transaction Document, as the case may be, and be incorporated herein and/or therein, and the Borrower Guarantor hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement comparable financial covenant at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuarantee. In connection herewiththerewith, the Borrower Guarantor agrees to promptly notify (in writing) Agents Buyer of the execution of any agreement or other document that would cause the provisions of this Section 6.12(g) 24 to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement Guarantee or any other Loan Transaction Document necessary to evidence all such new or modified provisions, subject to the terms of this Section 24; provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto.. If an applicable repurchase agreement, warehouse facility or other similar credit facility subject to a more restrictive or additional financial covenant pursuant to this Section 24 terminates and is no longer binding upon Guarantor, then Guarantor may deliver a written request to Buyer to enter into an amendment to this Guarantee in order to reflect less restrictive financial covenants which are mutually agreed upon by Guarantor and Buyer, which request may be granted or denied by Buyer in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, any other agreement for pari passu Debt Guarantor is obligated (for the avoidance of doubt, excluding any guarantee made by the Borrower as a guarantor with respect to any commercial real estate loan revolving repurchase agreement assets or as a direct obligor in respect of commercial real estate loan revolving secured warehouse facilityassets owned directly by Guarantor) with under any other lender repurchase agreement, warehouse facility or other similar credit facility involving the financing of commercial real estate assets which is similar to the financing of the Purchased Assets under the Repurchase Agreement (each as whether now in effect after giving or in effect at any time during the term of this Guaranty) to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes comply with any financial covenant that is comparable to any of the financial covenants set forth in in Article V(k) of this Agreement Guaranty or in like covenants in any other Loan Transaction Document, and such comparable financial covenant is more restrictive to the Borrower Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in this Agreement Guaranty or in any other Loan Transaction Document, or is in addition to any financial covenant set forth in this Agreement Guaranty or in any other Loan Document (each, a “Third Party Financial Covenant”)Transaction Document, then such Third Party Financial Covenant comparable or additional financial covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower Guarantor or the AgentsBuyer, automatically become a part of this Agreement Guaranty or any in such other Loan Document Transaction Document, as the case may be, and be incorporated herein and/or therein, and the Borrower Guarantor hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement comparable or additional financial covenant at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuaranty. In connection herewiththerewith, the Borrower Guarantor agrees to promptly notify (in writing) Agents Buyer of the execution of any agreement or other document that would cause the provisions of this Section 6.12(gArticle VII(m) to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement Guaranty or any other Loan Transaction Document necessary to evidence all such new or modified provisions, subject to the terms of this Article VII(m), provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto. If an applicable repurchase agreement, warehouse facility or other similar credit facility subject to a more restrictive or additional financial covenant pursuant to this Article VII(m) terminates and is no longer binding upon Guarantor, then Guarantor may deliver a written request to Purchaser to enter into an amendment to this Guaranty in order to reflect less restrictive financial covenants which are mutually agreed upon by Guarantor and Purchaser, which request may be granted or denied by Purchaser in its sole discretion.

Facilities with Other Lenders. In the event that the Borrower If Guarantor has entered into or shall enter intointo or amend a repurchase agreement, warehouse facility, credit facility or shall amend or modify, other similar lending arrangement with any other agreement for pari passu Debt (Person for the avoidance financing of doubt, excluding any guarantee made by the Borrower with respect to any performing transitional commercial real estate loan revolving repurchase agreement mortgage loans similar to the Purchased Loans (but excluding financings of single or individual commercial real estate loan revolving secured warehouse facility) with any other lender (each as in effect after giving effect to all amendments thereof, a “Third Party Agreement”mortgage loans) which Third Party Agreement includes any by its terms provides, more favorable or additional financial covenant that is comparable to any of covenants than the financial covenants set forth in this Agreement Guaranty or any of the definitions referenced in any other Loan Document, and such comparable the financial covenant is more restrictive to the Borrower or otherwise more favorable to the related lender or buyer thereunder than any financial covenant covenants set forth in this Agreement or Guaranty (in any other Loan Document, or is in addition to any financial covenant set forth in this Agreement or in any other Loan Document (eacheach case, a “Third Party Financial CovenantMore Favorable Agreement”), then such Third Party Financial Covenant shall, for so long as such other facility remains outstanding, with no further action required on the part terms of the Borrower Transaction Documents shall be deemed automatically amended to include such more favorable or additional financial covenants contained in such More Favorable Agreement. Guarantor shall give prompt notice to Purchaser of such more favorable terms. No later than five (5) Business Days after notice is given of the Agents, automatically become a part of this Agreement or any other Loan Document and be incorporated herein and/or therein, and the Borrower hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effect. In connection herewithmore favorable terms, the Borrower agrees to promptly notify (in writing) Agents of the execution of any agreement or other document that would cause the provisions of this Section 6.12(g) to become effective. Each party agrees to execute and deliver any new guaranties, agreements or Guarantor shall enter into such amendments to this Agreement or any Guaranty and the other Loan Transactions Document necessary as may be required by Purchaser to evidence all give effect to such new or modified provisionsmore favorable terms; provided, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto Guarantor. In the event the More Favorable Agreement is later terminated or amended such that the more favorable or additional financial covenant is no longer applicable, the financial covenants applicable to Guarantor hereunder shall be modified to be the more favorable of (x) the financial covenants that were in place immediately prior to the modification of such financial covenants as required under this Article VII(m) and thereto(y) the terms then in place under any other More Favorable Agreement containing a more favorable or additional financial covenant.

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, Guarantor is obligated under any other agreement for pari passu Debt (for repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility involving the avoidance financing of doubt, excluding any guarantee made by the Borrower with respect to any commercial real estate loan revolving repurchase agreement or commercial real estate loan revolving secured warehouse facility) with any other lender assets which are similar to the Purchased Assets (each as whether now in effect after giving or in effect at any time during the term of this Guaranty) or the Contributed Swingline Loans to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes comply with any financial covenant that is comparable to any of the financial covenants set forth in Article V(l) of this Agreement or in any other Loan DocumentGuaranty, and such comparable financial covenant is more restrictive to the Borrower Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in Article V(l) of this Agreement or in any other Loan DocumentGuaranty, or is in addition to any financial covenant set forth in Article V(l) of this Agreement or in any other Loan Document (each, a “Third Party Financial Covenant”)Guaranty, then such Third Party Financial Covenant comparable or additional financial covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower Guarantor or the AgentsPurchaser, automatically become a part of this Agreement or any other Loan Document in Article V(l) of Guaranty and be incorporated herein and/or thereinherein, and the Borrower Guarantor hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement comparable or additional financial covenant at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuaranty. In connection herewith, the Borrower Guarantor agrees to promptly notify (in writing) Agents Purchaser of the execution of any agreement or other document that would cause the provisions of this Section 6.12(gArticle VII(m) to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement or any other Loan Document Guaranty necessary to evidence all such new or modified provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto.

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, any Guarantor is obligated under any other agreement for pari passu Debt (for repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility involving the avoidance financing of doubt, excluding any guarantee made by the Borrower with respect to any commercial real estate loan revolving repurchase agreement assets which are similar to the Purchased Assets (but specifically excluding any “wet funding” or commercial real estate loan revolving secured warehouse facility“bridge” financing facility that allows for the pledges of assets with a maximum financing term for each such pledged asset of one (1) with any other lender year or less) (each as in effect after giving effect to all amendments thereofeach, a “Third Party AgreementSimilar Guaranty”), whether now in effect or in effect at any time during the term of this Guaranty, to comply with (x) which Third Party Agreement includes any financial covenant that is comparable to any of the financial covenants set forth in this Agreement Guaranty or in any other Loan DocumentTransaction Document or (y) any cross-default provision that is comparable to the cross-default provision set forth in Article 13(a)(viii) of the Repurchase Agreement with respect to Guarantor (each of clause (x) and (y), a “Similar Covenant”), and such comparable financial covenant Similar Covenant is more restrictive to the Borrower such Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in this Agreement Guaranty or in any other Loan DocumentTransaction Document or the cross-default provision set forth in Article 13(a)(viii) of the Repurchase Agreement, as applicable, or is in addition to any financial covenant set forth in this Agreement Guaranty or in any other Loan Transaction Document (eachor the cross-default provision set forth in Article 13(a)(viii) of the Repurchase Agreement, a “Third Party Financial Covenant”)as applicable, then such Third Party Financial Similar Covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower any Guarantor or the AgentsPurchaser, automatically become a part of in this Agreement Guaranty or in any other Loan Transaction Document and be incorporated herein and/or therein, and the Borrower each Guarantor hereby covenants to maintain compliance with such Third Party Financial Similar Covenant as required under such Third Party Agreement at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuaranty. In connection herewith, the Borrower each Guarantor agrees to promptly notify (in writing) Agents Purchaser of the execution of any agreement Similar Guaranty or other document that would cause the provisions of this Section 6.12(gArticle VII(m) to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement Guaranty or any other Loan Transaction Document necessary to evidence all such new or modified provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto.

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, Guarantor is obligated under any other agreement for pari passu Debt (for repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility involving the avoidance financing of doubt, excluding any guarantee made by the Borrower with respect to any commercial real estate loan revolving repurchase agreement or commercial real estate loan revolving secured warehouse facility) with any other lender assets which are similar to the Purchased Assets (each as whether now in effect after giving or in effect at any time during the term of this Guaranty) to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes comply with any financial covenant that is comparable to any of the financial covenants set forth in Article V(l) of this Agreement or in any other Loan DocumentGuaranty, and such comparable financial covenant is more restrictive to the Borrower Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in Article V(l) of this Agreement or in any other Loan DocumentGuaranty, or is in addition to any financial covenant set forth in Article V(l) of this Agreement or in any other Loan Document (each, a “Third Party Financial Covenant”)Guaranty, then such Third Party Financial Covenant comparable or additional financial covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower Guarantor or the AgentsPurchaser, automatically become a part of this Agreement or any other Loan Document in Article V(l) of Guaranty and be incorporated herein and/or thereinherein, and the Borrower Guarantor hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement comparable or additional financial covenant at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuaranty. In connection herewith, the Borrower Guarantor agrees to promptly notify (in writing) Agents Purchaser of the execution of any agreement or other document that would cause the provisions of this Section 6.12(gArticle VII(m) to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement or any other Loan Document Guaranty necessary to evidence all such new or modified provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto.

Facilities with Other Lenders. In To the event extent that the Borrower shall enter into, or shall amend or modify, any other agreement for pari passu Debt Guarantor is obligated (for the avoidance of doubt, excluding any guarantee made by the Borrower as a guarantor with respect to any commercial real estate loan revolving repurchase agreement assets or as a direct obligor in respect of commercial real estate loan revolving secured warehouse facilityassets owned directly by Guarantor) with under any other lender repurchase agreement, warehouse facility or other similar credit facility involving the financing of commercial real estate assets which is similar to the financing of the Purchased Assets under the Repurchase Agreement (each as whether now in effect after giving or in effect at any time during the term of this Guarantee) to all amendments thereof, a “Third Party Agreement”) which Third Party Agreement includes comply with any financial covenant that is comparable to any of the financial covenants set forth in Section 9 of this Agreement Guarantee or in like covenants in any other Loan Transaction Document, and such comparable financial covenant is more restrictive to the Borrower Guarantor or otherwise more favorable to the related lender or buyer thereunder than any financial covenant set forth in this Agreement Guarantee or in any other Loan Transaction Document, or is in addition to any financial covenant set forth in this Agreement Guarantee or in any other Loan Document (each, a “Third Party Financial Covenant”)Transaction Document, then such Third Party Financial Covenant comparable financial covenant shall, for so long as such other facility remains outstanding, with no further action required on the part of the Borrower Guarantor or the AgentsBuyer, automatically become a part of this Agreement Guarantee or any in such other Loan Document Transaction Document, as the case may be, and be incorporated herein and/or therein, and the Borrower Guarantor hereby covenants to maintain compliance with such Third Party Financial Covenant as required under such Third Party Agreement comparable financial covenant at all times throughout the remaining term of this Agreement to the extent that, and for so long as, such Third Party Agreement (and related Third Party Financial Covenant) remains in effectGuarantee. In connection herewiththerewith, the Borrower Guarantor agrees to promptly notify (in writing) Agents Buyer of the execution of any agreement or other document that would cause the provisions of this Section 6.12(g) 24 to become effective. Each party Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement Guarantee or any other Loan Transaction Document necessary to evidence all such new or modified provisions, subject to the terms of this Section 24; provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto and thereto. If an applicable repurchase agreement, warehouse facility or other similar credit facility subject to a more restrictive or additional financial covenant pursuant to this Section 24 terminates and is no longer binding upon Guarantor, then Guarantor may deliver a written request to Buyer to enter into an amendment to this Guarantee in order to reflect less restrictive financial covenants which are mutually agreed upon by Guarantor and Buyer, which request may be granted or denied by Buyer in its sole discretion.