Common use of Mandatory Amortization Clause in Contracts

Mandatory Amortization. (a) Upon the occurrence and during the continuance of a Credit Event with respect to any Purchased Loan, Buyer shall determine the Maximum Repurchase Price of such Purchased Loan on each Business Day during the existence of a Credit Event, and shall determine (i) the amount, if any, by which such Maximum Repurchase Price exceeds the Repurchase Price (excluding Price Differential) for such Purchased Loan (a “Mandatory Amortization Amount”). (b) If at any time a Mandatory Amortization Amount exists with respect to a Purchased Loan, then Buyer may, by notice (a “Mandatory Amortization Notice”) to the applicable Series Seller, require the applicable Series Seller to transfer to Buyer cash in the amount of the Mandatory Amortization Amount for such Purchased Loan by no later than the Mandatory Amortization Deadline on the date that is three (3) Business Days following the date of receipt of such Mandatory Amortization Notice. Notwithstanding the foregoing, in the event that, at the time a Mandatory Amortization Notice is delivered by Buyer, any Eligible Loan has been approved for purchase by Buyer and a Confirmation has been issued therefor (or will be approved and a Confirmation issued therefor within three (3) Business Days following the date of receipt of the applicable Mandatory Amortization Notice), then, subject to Buyer’s approval in its sole and absolute discretion, Seller may elect to apply a portion of the applicable Purchase Price to be paid by Buyer for such new Purchased Loan against the outstanding Mandatory Amortization Amount. The applicable Series Seller’s failure to pay any Mandatory Amortization Amount as required by this paragraph shall constitute a Transaction Event of Default with respect to the applicable Transaction under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 13(c) of this Agreement. (c) The failure of, or delay by, Buyer, on any one or more occasions, to exercise its rights under Section 4(b) of this Agreement shall not (i) change or alter the terms and conditions to which this Agreement is subject, (ii) limit the right of Buyer to do so at a later date, (iii) limit Buyer’s rights under this Agreement or otherwise existing by law, or (iv) in any way create additional rights for Buyer. (d) If Master Seller and/or any applicable Series Sellers transfer cash to Buyer on account of Mandatory Amortization Amounts relating to more than one Purchased Loan, but such cash is insufficient to fully satisfy such Mandatory Amortization Amounts, Buyer shall have the right to designate the Purchased Loan(s) and Mandatory Amortization Amount(s) to which such payments shall be applied, in its sole and absolute discretion. (e) Notwithstanding anything contained in Section 16 to the contrary, notice of a Mandatory Amortization Amount may be delivered by Buyer via email, without the need to also deliver such notice by one of the other means set forth in Section 16, and shall be deemed received upon the sending of such email; provided, that any such email notice to Master Seller shall be required to (i) be sent to the parties designated by Master Seller as “Mandatory Amortization Notice Parties” on Annex I attached hereto or such other parties as may be substituted for such parties listed on Annex I by Master Seller from time to time by written notice to Buyer delivered in accordance with Section 16, (ii) be marked “high priority”, and (iii) include in the subject line thereof the following caption: “MANDATORY AMORTIZATION NOTICE”; provided, further, that the transmitting party did not receive an electronic notice of a delivery failure to two (2) or more of such parties.

Mandatory Amortization. (a) Upon the occurrence and during the continuance of a Credit Event with respect to any Purchased Loan, Buyer shall determine the Maximum Repurchase Price of such Purchased Loan on each Business Day during the existence of a Credit Event, and shall determine (i) the amount, if any, by which such Maximum Repurchase Price exceeds the Repurchase Price (excluding Price Differential) exceeds such Maximum Repurchase Price for such Purchased Loan (a “Mandatory Amortization Amount”). (b) If at any time a Mandatory Amortization Amount exists with respect to a Purchased Loan, then Buyer may, by notice (a “Mandatory Amortization Notice”) to the applicable Series Seller, require the applicable Series Seller to transfer to Buyer cash in the amount of the Mandatory Amortization Amount for such Purchased Loan by no later than the Mandatory Amortization Deadline on the date that is three (3) Business Days following the date of receipt of such Mandatory Amortization Notice. Notwithstanding the foregoing, in the event that, at the time a Mandatory Amortization Notice is delivered by Buyer, any Eligible Loan has been approved for purchase by Buyer and a Confirmation has been issued therefor (or will be approved and a Confirmation issued therefor within three (3) Business Days following the date of receipt of the applicable Mandatory Amortization Notice), then, subject to Buyer’s approval in its sole and absolute discretion, Seller may elect to apply a portion of the applicable Purchase Price to be paid by Buyer for such new Purchased Loan against the outstanding Mandatory Amortization Amount. The applicable Series Seller’s failure to pay any Mandatory Amortization Amount as required by this paragraph shall constitute a Transaction Event of Default with respect to the applicable Transaction under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 13(c) of this Agreement. (c) The failure of, or delay by, Buyer, on any one or more occasions, to exercise its rights under Section 4(b) of this Agreement shall not (i) change or alter the terms and conditions to which this Agreement is subject, (ii) limit the right of Buyer to do so at a later date, (iii) limit Buyer’s rights under this Agreement or otherwise existing by law, or (iv) in any way create additional rights for Buyer. (d) If Master Seller and/or any applicable Series Sellers transfer cash to Buyer on account of Mandatory Amortization Amounts relating to more than one Purchased Loan, but such cash is insufficient to fully satisfy such Mandatory Amortization Amounts, Buyer shall have the right to designate the Purchased Loan(s) and Mandatory Amortization Amount(s) to which such payments shall be applied, in its sole and absolute discretion. (e) Notwithstanding anything contained in Section 16 to the contrary, notice of a Mandatory Amortization Amount may be delivered by Buyer via email, without the need to also deliver such notice by one of the other means set forth in Section 16, and shall be deemed received upon the sending of such email; provided, that any such email notice to Master Seller shall be required to (i) be sent to the parties designated by Master Seller as “Mandatory Amortization Notice Parties” on Annex I attached hereto or such other parties as may be substituted for such parties listed on Annex I by Master Seller from time to time by written notice to Buyer delivered in accordance with Section 16, (ii) be marked “high priority”, and (iii) include in the subject line thereof the following caption: “MANDATORY AMORTIZATION NOTICE”; provided, further, that the transmitting party did not receive an electronic notice of a delivery failure to two (2) or more of such parties.

Mandatory Amortization. (a) Upon the occurrence and during the continuance of a Credit Event with respect to any Purchased Loan, Buyer shall determine the Maximum Repurchase Price of such Purchased Loan on each Business Day during the existence of a Credit Event, and shall determine (i) the amount, if any, by which such Maximum Repurchase Price exceeds the Repurchase Price (excluding Price Differential) for such Purchased Loan exceeds such Maximum Repurchase Price (a “Mandatory Amortization Amount”). (b) If at any time a Mandatory Amortization Amount exists with respect to a Purchased Loan, then Buyer may, by notice (a “Mandatory Amortization Notice”) to the applicable Series Seller, require the applicable Series Seller to transfer to Buyer cash in the amount of the Mandatory Amortization Amount for such Purchased Loan by no later than the Mandatory Amortization Deadline on the date that is two (2) Business Days following the date of receipt of such Mandatory Amortization Notice (provided that if a Mandatory Amortization Notice is received later than 2:00 p.m. (New York City time), then the Mandatory Amortization Amount shall be due no later than the Mandatory Amortization Deadline on the date that is three (3) Business Days following the date of receipt of such Mandatory Amortization Notice. Notwithstanding the foregoing, in the event that, at the time a Mandatory Amortization Notice is delivered by Buyer, any Eligible Loan has been approved for purchase by Buyer and a Confirmation has been issued therefor (or will be approved and a Confirmation issued therefor within three (3) Business Days following the date of receipt of the applicable Mandatory Amortization Notice), then, subject to Buyer’s approval in its sole and absolute discretion, Seller may elect to apply a portion of the applicable Purchase Price to be paid by Buyer for such new Purchased Loan against the outstanding Mandatory Amortization Amount. The applicable Series Seller’s failure to pay any Mandatory Amortization Amount as required by this paragraph shall constitute a Transaction Event of Default with respect to the applicable Transaction under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 13(c) of this Agreement. (c) The failure of, or delay by, Buyer, on any one or more occasions, to exercise its rights under Section 4(b) of this Agreement shall not (i) change or alter the terms and conditions to which this Agreement is subject, (ii) limit the right of Buyer to do so at a later date, (iii) limit Buyer’s rights under this Agreement or otherwise existing by law, or (iv) in any way create additional rights for Buyer. (d) If Master Seller and/or any applicable Series Sellers transfer cash to Buyer on account of Mandatory Amortization Amounts relating to more than one Purchased Loan, but such cash is insufficient to fully satisfy such Mandatory Amortization Amounts, Buyer shall have the right to designate the Purchased Loan(s) and Mandatory Amortization Amount(s) to which such payments shall be applied, in its sole and absolute discretion. (e) Notwithstanding anything contained in Section 16 to the contrary, notice of a Mandatory Amortization Amount may be delivered by Buyer via email, without the need to also deliver such notice by one of the other means set forth in Section 16, and shall be deemed received upon the sending of such email; provided, that any such email notice to Master Seller shall be required to (i) be sent to the parties designated by Master Seller as “Mandatory Amortization Notice Parties” on Annex I attached hereto or such other parties as may be substituted for such parties listed on Annex I by Master Seller from time to time by written notice to Buyer delivered in accordance with Section 1616 (provided that in no event shall Master Seller designate more than five (5) parties as “Mandatory Amortization Notice Parties” at any time), (ii) be marked “high priority”, and (iii) include in the subject line thereof the following caption: “MANDATORY AMORTIZATION NOTICE”; provided, further, that the transmitting party did not receive an electronic notice of a delivery failure to two (2) or more of such parties. Master Repurchase Agreement Resource Capital 29 (f) Buyer and Master Seller acknowledge and agree that, notwithstanding the provisions of Sections 4(a) and 4(b) hereof, if at any time that a Mandatory Amortization Amount exists with respect to one or more Purchased Loans (each such Purchased Loan, a “Mandatory Amortization Loan”; and the sum of the Mandatory Amortization Amounts for each Mandatory Amortization Loan, at any time, collectively, the “Aggregate Mandatory Amortization Amount”), the Maximum Repurchase Price for any other Purchased Loan that is not a Mandatory Amortization Loan (each such Purchased Loan, a “Non-Amortization Loan”) exceeds the Repurchase Price (excluding Price Differential) for such Non-Amortization Loan (such excess, an “Excess Repurchase Amount”; and the sum of the Excess Repurchase Amounts for each Non-Amortization Loan, at any time, collectively, the “Aggregate Excess Repurchase Amount”), such Aggregate Excess Repurchase Amount (if any) for all Transactions shall be credited against the Aggregate Mandatory Amortization Amount owed under Section 4(b) and only the net amount need be paid.