Common use of Mandatory Prepayments or Pledge Clause in Contracts

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCY"), as determined by Agent, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount of the Borrowing Base Deficiency, either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. (a) Lender may determine and re-determine the Borrowing Base on any Business Day and on as many Business Days as it may elect. If at any time (i) the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by AgentLender in its sole discretion and notified to Borrower on any Business Day, Borrower shall no later than one Business Day after receipt of such notice, or (ii) Borrower shall have received a prepayment of the principal of any loan or preferred equity interest comprising a portion of the Collateral (including, without limitation, the payment of casualty or condemnation proceeds), Borrower shall, not later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch prepayment, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Collateral (which Collateral shall be in all respects acceptable to Agent in its sole discretionLender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of additional Eligible Mortgage the Loans or additional Cash Collateral a does not exceed the Borrowing Base Deficiency as re-determined by Lender after the addition of Collateral. So long as no Default or Event of Default has occurred and is then continuing, all partial repayments shall no longer existbe applied against the Asset-Specific Loan Balance relating to the Loan being repaid. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time under any Collateral Document evidencing Eligible Collateral (x) there is an Event of Default, or event with which the giving of notice or lapse of time or both would become an Event of Default, or (y) any representation or warranty made by or on behalf of the relevant Collateral Value of all Mortgage Loans Obligor becomes false or misleading in any material respect or (as determined by z) the relevant Collateral Obligor fails to perform or observe any material covenant or other obligation, Lender may, in its sole but reasonable discretion at and without regard to any time during the term determination of the Loan) plus Asset Value of such Eligible Collateral, notify Borrower of such occurrence and may require that the amount Asset-Specific Loan Balance related to the relevant Eligible Collateral be prepaid in whole or in part in the determination of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no Lender. Not later than one (1) Business Day after written notice from Agent to the receipt of such notice, Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either shall prepay the Revolving Asset-Specific Loan in part or in whole or pledge additional Balance related to such Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent Collateral. Lender may, in its sole discretion, determine and re-determine the amount to be prepaid irrespective of whether or not either (i) any statement of fact contained in any Officer's Certificate delivered pursuant to Agent for the account Section 5.02(b) or (ii) any representation of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant Borrower set forth in this Section 2.05(b) shall no longer exist6.13 was true to Borrower's actual knowledge. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCY"“Borrowing Base Deficiency”), as determined by Agentthe Agent and notified to the Borrowers on any Business Day, Borrower the Borrowers shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to the Agent in its sole discretion) to the Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this AgreementLenders, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower the Borrowers shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (c) If at any time MS & Co.’s corporate bond rating has been lowered or downgraded to a rating below A- by S&P or A3 by Xxxxx’x, the Borrowers shall repay all amounts owing to the Lenders under this Loan Agreement, the Notes and the other Loan Documents within ninety (90) days following receipt of notice of such downgrade and request for repayment. (d) At any time when a With respect to each Mortgage Loan that is part subject to a Takeout Commitment, the Borrowers shall instruct the related Takeout Investor to remit directly to the Agent no later than 3:00 p.m., New York City time, on a Business Day all Takeout Proceeds in an amount equal to the payoff amount under this Loan Agreement for such Mortgage Loan. Simultaneously, the Borrowers shall deliver to the Agent via facsimile or electronic mail a purchase advice (the “Purchase Advice”) and shall indicate on such Purchase Advice the Mortgage Loan identification number which identified the applicable Mortgage Loan when it was financed by the Lenders hereunder. A portion of the Takeout Proceeds in an amount equal to the Collateral Value of such Mortgage Loan shall be applied to the prepayment of principal outstanding on the Loans. Upon receipt by the Agent of payment of all amounts owing hereunder in respect of such Mortgage Loan, the Agent shall release and remit to the Borrowers the amount of any Takeout Proceeds in excess of the Collateral is repaid by Value of such Mortgage Loans (the Mortgagor thereunder“Remittance Amount”); provided, that, both immediately before and after giving effect to such release and remittance, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as there is no Default or Event of Default under this Loan Agreement or any other Loan Document and (ii) there is no Borrowing Base Deficiency. To the extent that a Borrowing Base Deficiency exists and so long as or would be created by the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default Remittance Amount or an Event of Default existshas occurred and is continuing, the entire amount repaid Agent shall be immediately paid entitled to retain the Remittance Amount, and the Borrowers thereupon shall have no further rights, title, or interest in and to such Remittance Amount. In the event that the Purchase Advice indicates that some of the proceeds forwarded to the Agent do not belong to the Agent, for the benefit Lenders hereunder or the Borrowers (such amount, the “Excess Proceeds”), then (i) the Borrowers shall provide the Agent with a takeout proceeds identification letter in the form of LenderExhibit K hereto, which amount shall be applied and (ii) upon confirmation by Lender the Agent that the information set forth in the Purchase Advice matches the information that the Agent has in its possession with respect to the repayment of Mortgage Loans, the Loans and all amounts payable Agent shall promptly remit by Borrower under wire transfer the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans Excess Proceeds in accordance with the provisions Borrowers’ instructions. If funds are received before 3:00 p.m., New York City time on a Business Day, but either (A) no Purchase Advice is received or (B) such funds are not properly identified on the related Purchase Advice (a “Purchase Advice Deficiency”), then such funds shall be retained by the Agent, and the Loans made in respect of Section 4.11 of the related Mortgage Loans shall continue to accrue interest under this Loan Agreement, and/or (z) deliver until such Purchase Advice Deficiency is remedied, and the Mortgage Loan subject to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency Purchase Advice shall not be permitted under this Agreementreleased until such Purchase Advice Deficiency is remedied. In no event shall such Purchase Advice be back-dated to the date of its issuance. Neither the Agent nor the Lenders shall be liable to the Borrowers or any other Person to the extent that the Agent follows instructions given to it by the Borrowers in a takeout proceeds identification letter in the form of Exhibit K hereto.

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Agent and notice is given to the Borrowers on any Business Day, Borrower the Borrowers shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans Collateral shall be in all respects acceptable to Agent in its sole discretionthe Agent) to the Agent for the account of each Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall does not exceed the Maximum Credit then in effectBorrowing Base. (db) At any time when The Borrowers shall instruct each Takeout Investor to remit all Takeout Proceeds directly to the Agent at the account designated in Section 3.01 hereof no later than 3:00 p.m. New York City time. Simultaneously, the Borrowers shall deliver via facsimile or electronic mail to the Agent a purchase advice (the "Purchase Advice") and shall indicate on such Purchase Advice the Mortgage Loan that is part identification number which identified such Mortgage Loan when the Lenders previously financed the Mortgage Loan. A portion of the Takeout Proceeds in an amount equal to the Collateral Value of the applicable Mortgage Loans shall be applied by the Agent to the prepayment of principal outstanding on the Loans. On the Settlement Date, the Agent shall release and remit to the applicable Borrower the amount of Takeout Proceeds in excess of the Collateral is repaid by Value of the Mortgagor thereunder, applicable Mortgage Loans (the "Remittance Amount"); provided that on the Settlement Date (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as there is no Default or Event of Default exists and so long as the release of said Mortgage under this Agreement or any other Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in wholeDocument, (yii) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a there is no Borrowing Base Deficiency no long exists. and (iii) the release to such Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall Remittance Amount will not be permitted under this Agreement.cause a

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Lender and notice is given to the Borrowers on any Business Day, Borrower the Borrowers shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall does not exceed the Maximum Credit then in effectBorrowing Base. (db) At any time when The Borrowers shall instruct each Takeout Investor to remit all Takeout Proceeds directly to the Lender at the account designated in Section 3.01 hereof no later than 3:00 p.m. New York City time. Simultaneously, the Borrowers shall deliver to the Lender a purchase advice (the "Purchase Advice") and shall indicate on such Purchase Advice the Mortgage Loan identification number which identified such Mortgage Loan when the Lender previously financed the Mortgage Loan. In the event that is part the Purchase Advice indicates that some of the Collateral is repaid by proceeds forwarded to the Mortgagor thereunderLender do not belong to the Lender (such amount, the "Excess Proceeds") then (i) Agent the Borrower shall deliver or cause provide the Custodian to deliver to Borrower Lender with a takeout proceeds identification letter in the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment form of said Mortgage Loan Documents from Borrower to AgentExhibit J hereto, and (ii) so long as no Default or Event of Default exists and so long as upon confirmation by the release of said Mortgage Loan from Lender that the Collateral will not create (or cause information set forth in the continued existence of) a Borrowing Base Deficiency, Borrower may retain Purchase Advice matches the amount repaid under information that the Lender has in its possession with respect to the Mortgage LoanLoans, the Lender shall promptly remit by wire transfer the Excess Proceeds in accordance with the Borrowers' instructions. If funds are received before 3:00 p.m., New York City time on a Mortgage Loan that Business Day, but either (A) no Purchase Advice is part of received or (B) such funds are not properly identified on the Collateral is repaid related Purchase Advice (a "Purchase Advice Deficiency"), then such funds shall be retained by the Mortgagor thereunder when Lender in a Default or an Event non-interest bearing account until such Purchase Advice Deficiency is remedied, and such Purchase Advice shall in no event be back-dated to the date of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount its issuance. All Takeout Proceeds shall be applied by the Lender to the repayment prepayment of principal outstanding on the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this AgreementLoans.

Mandatory Prepayments or Pledge. (a) Lender may determine and re-determine the Borrowing Base for each Borrower on any Business Day and on as many Business Days as it may elect. If at any time (i) the aggregate outstanding principal amount of Loans to either Borrower exceeds the Borrowing Base for such Borrower (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by AgentLender in its sole discretion and notified to such Borrower on any Business Day, or (ii) either Borrower shall no have received a prepayment of the principal of any loan or preferred equity interest comprising a portion of the Collateral (including, without limitation, the payment of casualty or condemnation proceeds), such Borrower shall, in the case of (i) above, not later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and receipt of such notice, or in the amount case of the Borrowing Base Deficiency(ii) above, not later than one (1) Business Day after receipt of such prepayment, either prepay the Revolving Loan Loans made to such Borrower in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Collateral (which Collateral shall be in all respects acceptable to Agent in its sole discretionLender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of additional Eligible Mortgage the Loans or additional Cash Collateral a made to such Borrower does not exceed the Borrowing Base Deficiency for such Borrower as re-determined by Lender after the addition of Collateral. So long as no Default or Event of Default has occurred and is then continuing, all partial repayments shall no longer existbe applied against the Asset-Specific Loan Balance relating to the Loan being repaid. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time under any Collateral Document evidencing Eligible Collateral (x) there is an Event of Default, or event with which the giving of notice or lapse of time or both would become an Event of Default, or (y) any representation or warranty made by or on behalf of the relevant Collateral Value of all Mortgage Loans Obligor becomes false or misleading in any material respect or (as determined by z) the relevant Collateral Obligor fails to perform or observe any material covenant or other obligation, Lender may, in its sole but reasonable discretion at and without regard to any time during the term determination of the Loan) plus Asset Value of such Eligible Collateral, notify Borrowers of such occurrence and may require that the amount Asset-Specific Loan Balance related to the relevant Eligible Collateral be prepaid in whole or in part in the determination of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no Lender. Not later than one (1) Business Day after written notice from Agent to the receipt of such notice, the applicable Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either shall prepay the Revolving Asset-Specific Loan in part or in whole or pledge additional Balance related to such Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent Collateral. Lender may, in its sole discretion, determine and re-determine the amount to be prepaid irrespective of whether or not either (i) any statement of fact contained in any Officer's Certificate delivered pursuant to Agent for the account Section 5.02(b) or (ii) any representation of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant Borrowers set forth in this Section 2.05(b) shall no longer exist6.13 was true to Borrowers' actual knowledge. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. On each Funding Date or other date on which there is a change in the Contracts or Mortgage Loans held by the Custodian, the Custodian shall deliver to the Lender and the Borrower the Custodian Loan Transmission. At least three (a3) If Business Days prior to each Payment Date, the Borrower shall deliver to the Lender a Borrowing Base Certificate in the form attached hereto as Exhibit H, the calculation in such certificate to be based on the delinquency status and principal balance of the Eligible Assets as of the last calendar day of the prior month. Such information shall be ascertained from the Servicing Transmission, a copy of which shall be delivered or caused to be delivered by the Borrower in accordance with Section 7.20 and shall include all Contracts and Mortgage Loans which were funded on or prior to the last calendar day of the previous month. The Lender shall promptly notify the Borrower of any material disagreement in the calculation of the Borrowing Base. In the event that such Borrowing Base Certificate indicates or if at any time the aggregate outstanding principal amount of Loans Advances exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCY"“Borrowing Base Deficiency”), as determined by Agentthe Lender and notified to the Borrower on any Business Day, the Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan Advances in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Assets (which Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall Advances does not exceed the Maximum Credit then in effectBorrowing Base. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (such excess, a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Lender and notified to the Borrower on any Business Day, the Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Assets (which Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of additional Eligible Mortgage the Loans or additional Cash Collateral a does not exceed the Borrowing Base Deficiency shall no longer existBase. (b) Notwithstanding No later than two (2) Business Days following the Borrower's receipt of any provision Payoff Proceeds, the Borrower shall prepay all Loans and accrued and unpaid interest thereon in respect of the Mortgage Assets subject to such Payoff. (c) The Borrower shall prepay the Loans on the 25th calendar day of each month (or if such 25th calendar day is not a Business Day, the next succeeding Business Day), in an amount equal to all Principal Paydowns received by the Borrower from the 19th calendar day of the preceding month through and including the 18th calendar day of the month during which such prepayment is due. Each Principal Paydown received with respect to a particular Mortgage Asset shall be applied to reduce the Loan Balance with respect to such Mortgage Asset. (d) The Borrower shall apply the proceeds (net of underwriting fees) of any securitization of pledged Mortgage Assets to prepay the Loan Balance with respect to such Mortgage Assets and accrued and unpaid interest thereon, on the date of settlement of any securitization of Mortgage Assets; provided, that any proceeds in excess of the Loan Balance with respect to such Mortgage Assets may be retained by the Borrower. (e) The Borrower shall apply the proceeds (net of broker's fees) of any sale of any Mortgage Asset (other than pursuant to Section 2.06(d) to prepay the Loan Balance with respect to such Mortgage Asset, and accrued and unpaid interest thereon, on the date of settlement of any such sale. The amount to be paid to the contrary in any Loan Document, at all times during the term of and prior Lender pursuant to this Section 2.06(e) shall be paid directly to the repayment Lender by the purchaser of such Mortgage Asset; provided, that any proceeds in full excess of the Loans, Borrower covenants Loan Balance with respect to such Mortgage Assets may be paid to and agrees that retained by the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent Borrower. (80%f) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, The Borrower shall pay the Loan Balance for any Mortgage Asset in respect of which the related Mortgage Note has been extinguished under relevant state law in connection with a judgment of foreclosure or foreclosure sale or otherwise, no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible date such Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer existNote is extinguished. (cg) If at the Lender, for any time reason, after the aggregate outstanding principal Petition Date is required by the Bankruptcy Court or by any other court of competent jurisdiction to repay or disgorge all or part of any repayment of Existing Loans or other amounts owing to the Lender under the Existing Loan Agreement (collectively, "Avoided Payments"), the amount of Loans exceeds such Avoided Payments shall be subtracted from the Maximum Credit then in effect. To the extent that such calculation results in the Loans then outstanding exceeding the Maximum Credit, the Borrower shall at prepay such time prepay excess no later than one Business Day following receipt of notice from the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effectLender. (dh) At any time when a Mortgage Loan that is part of the Collateral is Amounts repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans reborrowed in accordance with the provisions of Section 4.11 terms of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Lender and notified to the Borrower on any Business Day, the Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Assets (which Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of additional Eligible Mortgage the Loans or additional Cash Collateral a does not exceed the Borrowing Base Deficiency shall no longer existBase. (b) Notwithstanding No later than two (2) Business Days following the Borrower's receipt of any provision Payoff Proceeds, the Borrower shall prepay all Loans and accrued and unpaid interest thereon in respect of the Mortgage Assets subject to such Payoff. (c) The Borrower shall prepay the Loans on the 25th calendar day of each month (or if such 25th calendar day is not a Business Day, the next succeeding Business Day), in an amount equal to all Principal Paydowns received by the Borrower from the 19th calendar day of the preceding month through and including the 18th calendar day of the month during which such prepayment is due. Each Principal Paydown received with respect to a particular Mortgage Asset shall be applied to reduce the Loan Balance with respect to such Mortgage Asset. (d) The Borrower shall apply the net proceeds of any securitization of pledged Mortgage Assets to prepay the Loan Balance with respect to such Mortgage Assets and accrued and unpaid interest thereon, on the date of settlement of any securitization of Mortgage Assets. (e) The Borrower shall apply the net proceeds of any whole loan sale of any Mortgage Asset to prepay the Loan Balance with respect to such Mortgage Asset, and accrued and unpaid interest thereon, on the date of settlement of any such whole loan sale. The amount to be paid to the contrary in any Loan Document, at all times during the term of and prior Lender pursuant to this Section 2.06(e) shall be paid directly to the repayment in full Lender by the purchaser of the Loans, Borrower covenants and agrees that the Collateral Value of all such Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent Asset. (80%f) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, The Borrower shall pay the Loan Balance for any Mortgage Asset in respect of which the related Mortgage Note has been extinguished under relevant state law in connection with a judgment of foreclosure or foreclosure sale or otherwise, no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, date such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreementextinguished.

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Lender and notice is given to the Borrowers on any Business Day, Borrower the Borrowers shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall does not exceed the Maximum Credit then in effectBorrowing Base. (db) At any time when The Borrowers shall instruct each Takeout Investor to remit all Takeout Proceeds directly to the Lender at the account designated in Section 3.01 hereof no later than 3:00 p.m. New York City time. Simultaneously, the Borrowers shall deliver via facsimile or electronic mail to the Lender a purchase advice (the "Purchase Advice") and shall indicate on such Purchase Advice the Mortgage Loan that is part identification number which identified such Mortgage Loan when the Lender previously financed the Mortgage Loan. A portion of the Takeout Proceeds in an amount equal to the Collateral Value of the applicable Mortgage Loans shall be applied by the Lender to the prepayment of principal outstanding on the Loans. On the Settlement Date, the Lender shall release and remit to the Borrower the amount of Takeout Proceeds in excess of the Collateral is repaid by Value of the Mortgagor thereunder, applicable Mortgage Loans (the "Remittance Amount"); provided that on the Settlement Date (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as there is no Default or Event of Default exists and so long as the release of said Mortgage under this Agreement or any other Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in wholeDocument, (yii) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a there is no Borrowing Base Deficiency no long exists. and (iii) the release to the Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall Remittance Amount will not be permitted under this Agreement.cause a

Mandatory Prepayments or Pledge. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCY"“Borrowing Base Deficiency”), as determined by Agentthe Agent and notified to the Borrowers on any Business Day, Borrower the Borrowers shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch notice, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to the Agent in its sole discretion) to the Agent for the account of the Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower the Borrowers shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (c) If at any time MS & Co.’s corporate bond rating has been lowered or downgraded to a rating below A- by S&P or A3 by Xxxxx’x, the Borrowers shall repay all amounts owing to the Lender under this Loan Agreement, the Notes and the other Loan Documents within ninety (90) days following receipt of notice of such downgrade and request for repayment. (d) At any time when a With respect to each Mortgage Loan that is part subject to a Takeout Commitment, the Borrowers shall instruct the related Takeout Investor to remit directly to the Agent no later than 3:00 p.m., New York City time, on a Business Day all Takeout Proceeds in an amount equal to the payoff amount under this Loan Agreement for such Mortgage Loan. Simultaneously, the Borrowers shall deliver to the Agent via facsimile or electronic mail a purchase advice (the “Purchase Advice”) and shall indicate on such Purchase Advice the Mortgage Loan identification number which identified the applicable Mortgage Loan when it was financed by the Lender hereunder. A portion of the Takeout Proceeds in an amount equal to the Collateral Value of such Mortgage Loan shall be applied to the prepayment of principal outstanding on the Loans. Upon receipt by the Agent of payment of all amounts owing hereunder in respect of such Mortgage Loan, the Agent shall release and remit to the Borrowers the amount of any Takeout Proceeds in excess of the Collateral is repaid by Value of such Mortgage Loans (the Mortgagor thereunder“Remittance Amount”); provided, that, both immediately before and after giving effect to such release and remittance, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as there is no Default or Event of Default under this Loan Agreement or any other Loan Document and (ii) there is no Borrowing Base Deficiency. To the extent that a Borrowing Base Deficiency exists and so long as or would be created by the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default Remittance Amount or an Event of Default existshas occurred and is continuing, the entire amount repaid Agent shall be immediately paid entitled to retain the Remittance Amount, and the Borrowers thereupon shall have no further rights, title, or interest in and to such Remittance Amount. In the event that the Purchase Advice indicates that some of the proceeds forwarded to the Agent do not belong to the Agent, for the benefit Lender hereunder or the Borrowers (such amount, the “Excess Proceeds”), then (i) the Borrowers shall provide the Agent with a takeout proceeds identification letter in the form of LenderExhibit K hereto, which amount shall be applied and (ii) upon confirmation by Lender the Agent that the information set forth in the Purchase Advice matches the information that the Agent has in its possession with respect to the repayment of Mortgage Loans, the Loans and all amounts payable Agent shall promptly remit by Borrower under wire transfer the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans Excess Proceeds in accordance with the provisions Borrowers’ instructions. If funds are received before 3:00 p.m., New York City time on a Business Day, but either (A) no Purchase Advice is received or (B) such funds are not properly identified on the related Purchase Advice (a “Purchase Advice Deficiency”), then such funds shall be retained by the Agent, and the Loans made in respect of Section 4.11 of the related Mortgage Loans shall continue to accrue interest under this Loan Agreement, and/or (z) deliver until such Purchase Advice Deficiency is remedied, and the Mortgage Loan subject to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency Purchase Advice shall not be permitted under this Agreementreleased until such Purchase Advice Deficiency is remedied. In no event shall such Purchase Advice be back-dated to the date of its issuance. Neither the Agent nor the Lender shall be liable to the Borrowers or any other Person to the extent that the Agent follows instructions given to it by the Borrowers in a takeout proceeds identification letter in the form of Exhibit K hereto.

Mandatory Prepayments or Pledge. (a) Lender may determine and re-determine the Borrowing Base on any Business Day and on as many Business Days as it may elect. If at any time (i) the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by AgentLender in its sole discretion and notified to Borrower on any Business Day, Borrower shall no later than one Business Day after receipt of such notice, or (ii) Borrower shall have received a prepayment of the principal of any loan or preferred equity interest comprising a portion of the Collateral (including, without limitation, the payment of casualty or condemnation proceeds), Borrower shall, not later than one (1) Business Day after written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount receipt of the Borrowing Base Deficiencysuch prepayment, either prepay the Revolving Loan Loans in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities Collateral (which Collateral shall be in all respects acceptable to Agent in its sole discretionLender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of additional Eligible Mortgage the Loans or additional Cash Collateral a does not exceed the Borrowing Base Deficiency as re-determined by Lender after the addition of Collateral. So long as no Default or Event of Default has occurred and is then continuing, all partial repayments shall no longer existbe applied against the Asset-Specific Loan Balance relating to the Loan being repaid. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time under any Collateral Document evidencing Eligible Collateral (x) there is an Event of Default, or event with which the giving of notice or lapse of time or both would become an Event of Default, or (y) any representation or warranty made by or on behalf of the relevant Collateral Value of all Mortgage Loans Obligor becomes false or misleading in any material respect or (as determined by z) the relevant Collateral Obligor fails to perform or observe any material covenant or other obligation, Lender may, in its sole but reasonable discretion at and without regard to any time during the term determination of the Loan) plus Asset Value of such Eligible Collateral, notify Borrower of such occurrence and may require that the amount Asset-Specific Loan Balance related to the relevant Eligible Collateral be prepaid in whole or in part in the determination of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no Lender. Not later than one (1) Business Day after written notice from Agent to the receipt of such notice, Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either shall prepay the Revolving Asset-Specific Loan in part or in whole or pledge additional Balance related to such Eligible Mortgage Loans (which Eligible Mortgage Loans shall be in all respects acceptable to Agent Collateral. Lender may, in its sole discretion, determine and re-determine the amount to be prepaid irrespective of whether or not any statement of fact contained in any Officer's Certificate delivered pursuant to Section 5.02(b) to Agent for the account or (ii) any representation of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant Borrower set forth in this Section 2.05(b) shall no longer exist6.12 was true to Borrower's actual knowledge. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit then in effect. (d) At any time when a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder, (i) Agent shall deliver or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default or Event of Default exists and so long as the release of said Mortgage Loan from the Collateral will not create (or cause the continued existence of) a Borrowing Base Deficiency, Borrower may retain the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this Agreement.

Mandatory Prepayments or Pledge. (a) If On each Business Day, the Custodian shall deliver to the Lender and the Borrower the Custodian Loan Data File. The Custodian shall also deliver to the Lender and the Borrower a Borrowing Base Certificate in the form attached hereto as Exhibit H, the calculation in such certificate to be based on the delinquency status and principal balance of the Eligible Mortgage Loans as of the later of the funding date balance or the last calendar day of the prior month). Such information shall be ascertained from the Servicing Loan Data File and each Banking Loan Data File, which shall be delivered by the Borrower in accordance with Sections 7.19 and 7.20 and shall include all Mortgage Loans which were funded on or prior to the last calendar day of the previous month. In the event that such Borrowing Base Certificate indicates or if at any time the aggregate outstanding principal amount of Loans Advances exceeds the Borrowing Base (a "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), as determined by Agentthe Custodian and notified to the Lender and the Borrower on any Business Day, the Borrower shall no later than one (1) Business Day after receipt of such written notice from Agent to Borrower informing Borrower that a Borrowing Base Deficiency exists and the amount of the Borrowing Base Deficiencynotice, either prepay the Revolving Loan in part or in whole or pledge additional Eligible Mortgage Loans and/or additional Eligible Securities (which Collateral shall be in all respects acceptable to Agent in its sole discretion) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral a Borrowing Base Deficiency shall no longer exist. (b) Notwithstanding any provision to the contrary in any Loan Document, at all times during the term of and prior to the repayment in full of the Loans, Borrower covenants and agrees that the Collateral Value of all Mortgage Loans plus the amount of all Cash Collateral shall equal at least eighty percent (80%) of all sums owed by Borrower under the Loans. If at any time the Collateral Value of all Mortgage Loans (as determined by Lender in its sole but reasonable discretion at any time during the term of the Loan) plus the amount of all Cash Collateral is less than eighty percent (80%) of all sums owed by Borrower under the Loans, Borrower shall no later than one (1) Business Day after written notice from Agent to Borrower informing Borrower of the breach of the covenant set forth in this Section 2.05(b) either prepay the Revolving Loan Advances in part or in whole or pledge additional Eligible Mortgage Loans (which Eligible Mortgage Loans Collateral shall be in all respects acceptable to Agent in its sole discretionthe Lender) to Agent for the account of Lender, or deliver to Agent, for the benefit of Lender, Cash Collateral in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to such prepayment or pledge of additional Eligible Mortgage Loans or additional Cash Collateral, the breach of Borrower's covenant set forth in this Section 2.05(b) shall no longer exist. (c) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of Loans shall Advances does not exceed the Maximum Credit then in effect. (d) At Borrowing Base. Notwithstanding the foregoing, the Lender shall have the right at any time when a Mortgage Loan that is part of to calculate the Collateral is repaid Borrowing Base based upon any information delivered to the Lender by the Mortgagor thereunderBorrower or the Custodian and reasonably determine whether there is a Borrowing Base Deficiency. The Lender's calculation shall be deemed correct absent manifest error; provided, however, (i) Agent if the difference in the calculation determined by the Lender and the Custodian exceeds $1,000,000, the Borrower shall deliver such difference within two Business Days if not otherwise cured or cause the Custodian to deliver to Borrower the applicable Mortgage Note and Mortgage Loan Documents, together with the original unrecorded assignment of said Mortgage Loan Documents from Borrower to Agent, and (ii) so long as no Default if the difference in the calculation determined by the Lender and the Custodian is less than or Event equal to $1,000,000, the parties shall use best efforts to cure such difference within five Business Days, at the end of Default exists and so long as which time, the release Borrower shall deliver such difference, if any, to the Lender. Notwithstanding any other provision of said Mortgage this Loan from Agreement or the Collateral will not create (or cause Custodial Agreement, the continued existence of) a Lender shall calculate the Borrowing Base Deficiency until such time that the Lender transfers to the Custodian the right to determine the Borrowing Base Deficiency, Borrower may retain . The Lender shall determine the amount repaid under the Mortgage Loan. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder when a Default or an Event of Default exists, the entire amount repaid shall be immediately paid to Agent, for the benefit of Lender, which amount shall be applied by Lender to the repayment of the Loans and all amounts payable by Borrower under the Loan Documents in such order and priority as Lender may determine. If a Mortgage Loan that is part of the Collateral is repaid by the Mortgagor thereunder and the release by Agent of said Mortgage Loan from the Collateral will cause a Borrowing Base Deficiency, Borrower shall, prior to or simultaneously with the release by Agent of said Mortgage Loan from the Collateral, either (x) prepay the Revolving Loan in part or in whole, (y) assign to Agent, for the benefit of Lender, additional Eligible Mortgage Loans in accordance with the provisions of Section 4.11 of this Agreement, and/or (z) Loan Agreement and shall deliver such calculation to Agent, for the benefit of Lender, Cash Collateral Borrower in accordance with the provisions of Section 4.12 of this Agreement, such that after giving effect to said prepayment or assignment of additional Eligible Mortgage Loans or delivery of Cash Collateral, a Borrowing Base Deficiency no long exists. Borrower acknowledges and agrees that prepayments of same manner as the Term Loan to cure a Borrowing Base Deficiency shall not be permitted under this AgreementCustodian.