Common use of Mandatory Repayment of Loans Clause in Contracts

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”).

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”); provided, however, that in the absence of a Default or an Event of Default, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds $200,000 (the “Deficiency Threshold”), either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Xxx Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence. (c) Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction by delivering notice to Lender (an “Excess Yield Transaction Notice”), at least seven (7) Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Settlement Date”). Each Excess Yield Transaction Notice shall identify the Excess Yield Transaction Settlement Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an Excess Yield Transaction Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to Borrower’s remaining interest in the Servicing Rights after removal of the related Excess Yield. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); provided that (1) there is no Borrowing Base Deficiency in existence on the Excess Yield Transaction Settlement Date after giving effect to any payment made by Borrower to Lender on such Excess Yield Transaction Settlement Date, (2) no Default or Event of Default has occurred and is continuing, (3) no Borrowing Base Deficiency, Default or Event of Default would occur due to Lender releasing its Lien on the Excess Yield after giving effect to any payment made by Borrower to Lender on the related Excess Yield Transaction Settlement Date and (4) Xxxxxx Xxx has consented to the Excess Yield Transaction as evidenced by its acknowledgment provided to Lender, of the related Lender Partial Release (Excess Yield). The Partial Release (Excess Yield) states and Borrower hereby acknowledges that no transferee of any such Excess Yield shall have any rights to the Collateral hereunder or any rights pursuant to the Xxxxxx Acknowledgement Agreement.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date), and continuing until the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”).

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until Borrowers shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower Borrowers that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then Borrowers shall within one (1) Business Day after the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower Borrowers by the Lender (such requirement a “Margin Call”). Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. (c) Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to Section 2.08(b) by 3:00 p.m. (New York City time) on the first Business Day following the related Borrowing Base Shortfall Day.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower Borrowers shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower Borrowers that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower Borrowers (i) on the same day if the Lender notifies Borrower Borrowers by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower Borrowers by the Lender (such requirement a “Margin Call”).

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”); provided, however, that in the absence of a Default or an Event of Default, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds $200,000 (the “Deficiency Threshold”), either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Xxx Stop-Loss Cap Failure Borrowing Base Deficiency or Xxxxxxx Xxx Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence. (c) Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction with Xxxxxxx Xxx by delivering notice to Lender (an “Excess Yield Transaction Notice”), at least seven (7) Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Date”). Each Excess Yield Transaction Notice shall identify the Excess Yield Transaction Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an Excess Yield Transaction Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to the Retained Citi Covered Mortgages. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); unless, (1) there is any Margin Deficit in existence as of the Excess Yield Transaction Date, (2) any Default or Event of Default has occurred, (3) any Margin Deficit, Default or Event of Default would occur due to Lender releasing such portion of its Lien on the Collateral or (4) the Excess Yield Transaction fails to close.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”); provided, however, that in the absence of a Default or an Event of Default, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds $200,000 (the “Deficiency Threshold”), either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Xxx Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date The Borrower shall from time to time repay or provide cover for (or, if as applicable) any Credit Outstanding in such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount amounts as shall be reduced to zero, necessary so that at all times the Borrower Credit Outstanding shall repay an amount equal to at least one-twelfth (1/12) not be in excess of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under Total Commitment. Any repayment or cover required by this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility 2.07(a) shall be immediately due and payable on the Termination Datedate such repayment or cover obligation accrues pursuant to the preceding sentence, including any date on which the Total Commitment is reduced pursuant to Section 2.06(b) or Section 2.06(c). (b) If, on any Business Day (a “Borrowing Base Shortfall Day”)In the event that the Borrower shall be required pursuant to this Section 2.07 to repay or provide cover for Credit Outstanding, the Lender provides written notice Borrower shall make such repayment and provide such cover in the following order: (i) first, pay the amount of all unreimbursed drawings under any Letters of Credit, (ii) second, repay the principal of any Base Rate Loans, (iii) third, repay the principal of any Eurodollar Rate Loans and (iv) fourth, provide cover for the undrawn portion of any Letters of Credit. Cover for the undrawn portion of any Letters of Credit shall be effected by paying to the Borrower that Collateral Agent immediately available funds, to be held by the Lender Collateral Agent in an account under the sole dominion and control of the Collateral Agent, for the benefit of the Bank Group, as security for the Obligations until the occurrence in this Section 2.07 which necessitated such cover no longer exists. If at such time the Collateral Agent is holding any cover, the Collateral Agent shall, if no other Default or Event of Default shall then exist, remit the amount of such cover in immediately available funds at the direction or instruction of the Borrower. Any funds delivered pursuant to the preceding sentence shall be placed in an interest bearing account selected by the Collateral Agent and so long as no Default has determined in its sole reasonable discretion based occurred and is continuing, any accrued interest on such funds shall be distributed monthly to the Borrower. (c) All outstanding Loans shall be fully due and payable on the Borrowing Base Report most recently delivered Maturity Date. (d) Each repayment of Loans required by this Section 2.07 shall be accompanied by payment of accrued interest to the Lender date of such payment on the principal amount paid. In the event of any payment or prepayment of a Eurodollar Rate Loan, the Borrower shall be obligated to reimburse the Banks for funding losses, if any, pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”)2.13.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from The Borrowers shall jointly and after the Wind Down Date, and continuing until severally repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due owing under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day by an amount equal to or greater than $250,000 (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base DeficiencyBorrowers shall, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall jointly and severally repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified Deficiency. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 1:00 p.m. (New York time) on the day such repayment is due. (c) On each Business Day (a “Test Date”), the Borrowers shall determine on or before 7:00 p.m. (New York City time) (x) the amount by which the estimated Unrestricted ResCap Liquidity exceeds the Unrestricted ResCap Liquidity Threshold and (y) the amount by which the estimated Consolidated Liquidity exceeds the Consolidated Liquidity Threshold (the greater of (x) and (y), the “Liquidity Excess Amount”). If the Liquidity Excess Amount is greater than $0, no later than 11:00 a.m. (New York City time) on the Business Day following the Test Date, the Borrowers shall jointly and severally repay outstanding Loans and/or Parallel Loans in an amount equal to the highest portion of the Liquidity Excess Amount that could be paid by the Borrowers and still satisfy the requirement that, after giving effect to such payment, (a) the Unrestricted ResCap Liquidity is greater than or equal to the Unrestricted ResCap Liquidity Threshold and (b) the Consolidated Liquidity is greater than or equal to the Consolidated Liquidity Threshold. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 11:00 a.m. (New York time) on the day such repayment is due. (d) Notwithstanding any provision of the November Loan Agreement or this Agreement, the Borrowers shall repay any outstanding Loans prior to making any payments of principal on the November Loan Agreement Outstandings (other than any payments made with respect to the Parallel Loans as a result of November Loan Agreement Outstandings exceeding the Derivative Adjusted Available Amount (as defined in the notice provided November Loan Agreement). (e) The Borrowers shall not be required to the Borrower pay any Breakage Costs incurred by the Lender (such requirement Lenders in connection with a “Margin Call”)mandatory repayment pursuant to this Section 2.08.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrowers shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower Borrowers that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender Borrowers pursuant to Section 2.04 2.04(b) that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower Borrowers shall: (iA) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall Day (i) repay outstanding Loans Loans, and/or (including accrued Interest thereon)ii) pledge additional Eligible Servicing Rights, and/or (iii) pledge Additional Collateral, in an amount equal to the lesser of (1) $50,000,000 and (2) the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower Borrowers by the Lender; and (B) if the Borrowing Base Deficiency specified in such notice is in excess of $50,000,000, within three (3) Business Days after the Borrowing Base Shortfall Day, (i) prepay outstanding Loans, and/or (ii) pledge additional Eligible Servicing Rights, and/or (iii) pledge Additional Collateral, in an aggregate amount equal to the remaining Borrowing Base Deficiency; provided, that the amount required to be paid by the Borrowers pursuant to this clause (B) shall be reduced by an increase in the Borrowing Base as reflected in any Borrowing Base Report delivered by the Borrowers to the Lender on or prior to such third Business Day over the Borrowing Base reflected in the Borrowing Base Report initially relied upon to determine such Borrowing Base Deficiency. The Borrowers shall deliver to the Lender such updated Borrowing Base Report promptly upon the Borrowers’ delivery to the Lender of evidence reasonably sufficient to support a conclusion that such previously delivered Borrowing Base Report does not accurately reflect the Collateral Value of the Eligible Servicing Rights and the Additional Collateral. If on any Business Day subsequent to a Borrowing Base Shortfall Day there shall be a Borrowing Base Deficiency in excess of the Borrowing Base Deficiency as of the original Borrowing Base Shortfall Day, the provisions of this Section 2.08(b) shall be applicable to such Borrowing Base Deficiency, but only to the extent of the excess of such Borrowing Base Deficiency on such subsequent Business Day over and above the Borrowing Base Deficiency as of the original Borrowing Base Shortfall Day. (c) The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to Section 2.08(b) by 10:00 a.m. (New York time) on the first Business Day following the related Borrowing Base Shortfall Day. (d) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers shall not be required to pay any Breakage Costs incurred by the Lender (such requirement in connection with a “Margin Call”)mandatory repayment pursuant to this Section 2.08.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from The Borrowers shall jointly and after the Wind Down Date, and continuing until severally repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due owing under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day by an amount equal to or greater than $250,000 (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base DeficiencyBorrowers shall, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall jointly and severally repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified Deficiency. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 1:00 p.m. (New York time) on the day such repayment is due. (c) On each Business Day (a “Test Date”), the Borrowers shall determine on or before 7:00 p.m. (New York City time) (x) the amount by which the estimated Unrestricted ResCap Liquidity exceeds the Unrestricted ResCap Liquidity Threshold and (y) the amount by which the estimated Consolidated Liquidity exceeds the Consolidated Liquidity Threshold (the greater of (x) and (y), the “Liquidity Excess Amount”). If the Liquidity Excess Amount is greater than $0, no later than 3:00 p.m. (New York City time) on the Business Day following the Test Date, the Borrowers shall jointly and severally repay outstanding Loans in the notice provided an amount equal to the Borrower highest portion of the Liquidity Excess Amount that could be paid by the Lender Borrowers and still satisfy the requirement that, after giving effect to such payment, (a) the Unrestricted ResCap Liquidity is greater than or equal to the Unrestricted ResCap Liquidity Threshold and (b) the Consolidated Liquidity is greater than or equal to the Consolidated Liquidity Threshold. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 3:00 p.m. (New York time) on the day such requirement repayment is due. (d) The Borrowers shall not be required to pay any Breakage Costs incurred by the Lenders in connection with a “Margin Call”)mandatory repayment pursuant to this Section 2.08.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”); provided, however, that in the absence of a Default or an Event of Default, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds $200,000 (the “Deficiency Threshold”), either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Xxx Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence. (c) Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction by delivering notice to Lender (an “Excess Yield Transaction Notice”), at least seven (7) Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Settlement Date”). Each Excess Yield Transaction Notice shall identify the Excess Yield Transaction Settlement Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an Excess Yield Transaction Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to Borrower’s remaining interest in the Servicing Rights after removal of the related Excess Yield. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); provided that (1) there is no Borrowing Base Deficiency in existence on the Excess Yield Transaction Settlement Date after giving effect to any payment made by Borrower to Lender on such Excess Yield Transaction Settlement Date, (2) no Default or Event of Default has occurred and is continuing, (3) no Borrowing Base Deficiency, Default or Event of Default would occur due to Lender releasing its Lien on the Excess Yield after giving effect to any payment made by Borrower to Lender on the related Excess Yield Transaction Settlement Date and (4) Xxxxxx Xxx has consented to the Excess Yield Transaction as evidenced by its acknowledgment provided to Lender, of the related Lender Partial Release (Excess Yield). The Partial Release (Excess Yield) states and Borrower hereby acknowledges that no transferee of any such Excess Yield shall have any rights to the Collateral hereunder or any rights pursuant to the Xxxxxx Acknowledgement Agreement.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from The Borrowers shall jointly and after the Wind Down Date, and continuing until severally repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due owing under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day by an amount equal to or greater than $250,000 (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base DeficiencyBorrowers shall, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall jointly and severally repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified Deficiency. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 1:00 p.m. (New York time) on the day such repayment is due. (c) On each Business Day (a “Test Date”), the Borrowers shall determine on or before 7:00 p.m. (New York City time) (x) the amount by which the estimated Unrestricted ResCap Liquidity exceeds the Unrestricted ResCap Liquidity Threshold and (y) the amount by which the estimated Consolidated Liquidity exceeds the Consolidated Liquidity Threshold (the greater of (x) and (y), the “Liquidity Excess Amount”). If the Liquidity Excess Amount is greater than or equal to $25,000,000, no later than 11:00 a.m. (New York City time) on the Business Day following the Test Date, the Borrowers shall jointly and severally repay outstanding Loans in the notice provided an amount equal to the Borrower highest portion of the Liquidity Excess Amount that could be paid by the Lender Borrowers and still satisfy the requirement that, after giving effect to such payment, (a) the Unrestricted ResCap Liquidity is greater than or equal to the Unrestricted ResCap Liquidity Threshold and (b) the Consolidated Liquidity is greater than or equal to the Consolidated Liquidity Threshold. The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to this paragraph by 11:00 a.m. (New York time) on the day such requirement repayment is due. (d) To the extent specified in, and on the terms and subject to the conditions set forth in, any Collateral Addition Designation Notice following the Whole Loan Addition Date or as otherwise agreed amongst the parties hereto in writing from time to time, the Borrowers may satisfy their obligation to make a “Margin Call”)mandatory repayment under this Section 2.08 by adding additional Eligible Assets consisting of whole Mortgage Loans to the Collateral. (e) The Borrowers shall not be required to pay any Breakage Costs incurred by the Lenders in connection with a mandatory repayment pursuant to this Section 2.08.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then shall within one (1) Business Day after the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”). Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. (c) Borrower shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to Section 2.08(b) by 3:00 p.m. (New York City time) on the first Business Day following the related Borrowing Base Shortfall Day.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower Borrowers shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower Borrowers that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower Borrowers (i) on the same day if the Lender notifies Borrower Borrowers by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower Borrowers by the Lender (such requirement a “Margin Call”).

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from The Borrowers shall jointly and after the Wind Down Date, and continuing until severally repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due owing under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender Agent provides written notice to the Borrower Borrowers that the Lender Agent has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”)) by an amount equal to or greater than $250,000, the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base DeficiencyBorrowers shall, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall jointly and severally repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower Borrowers by the Lender Agent; provided, however, that to the extent a Borrowing Base Deficiency results from a write-off of the Collateral Value of any Primary Collateral in accordance with ResCap’s standard valuation practices applied to its assets as a whole as then in effect (such requirement a valuation practices to be consistent with the methodology used in the preparation of ResCap’s GAAP financial statements), the obligation of the Borrowers to repay outstanding Loans pursuant to this Section 2.08(b) will be reduced by the Collateral Value of any Eligible Assets not otherwise constituting Primary Collateral which the Borrower designates as Primary Collateral on the applicable Borrowing Base Shortfall Day by written notice to the Lender Agent or in the related Repayment Notice (any such collateral, “Margin CallSubstitute Collateral”). The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts and/or designation of Substitute Collateral made pursuant to this Section 2.08(b) by 1:00 p.m. (New York time) on the first Business Day following the related Borrowing Base Shortfall Day. (c) The Borrowers shall, on each Mandatory Repayment Date, repay outstanding Loans in an amount equal to the sum (if greater than zero) of (i) Net Cash Proceeds in excess of Retained Proceeds in the aggregate received by the Obligors in respect of all Collateral Dispositions; minus (ii) the aggregate Fair Value of Reinvestment Collateral acquired with such Net Cash Proceeds; and minus (iii) the aggregate amount of repayments made pursuant to Section 2.08(a) since the date of such Collateral Disposition. (d) The Borrowers shall not be required to pay any Breakage Costs incurred by the Lenders in connection with a mandatory repayment pursuant to this Section 2.08. (e) Any repayments of Loans pursuant to this Section 2.08 shall be applied first to outstanding Term Loans and second to outstanding Revolving Loans.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date The Borrower shall from time to time repay or provide cover for (oras applicable) any Credit Outstanding in such amounts as shall be necessary so that at all times the Credit Outstanding shall not be in excess of the Total Commitment. Any repayment or cover required by this Section 2.07(a) shall be due and payable on the date such repayment or cover obligation accrues pursuant to the preceding sentence, including any date on which the Total Commitment is reduced pursuant to Section 2.06(b). (b) If an Event of Default exists all Casualty Proceeds received by the Borrower, any Guarantor or the Collateral Agent shall be applied to repay or provide cover for (as applicable) the Credit Outstanding on the date such Casualty Proceeds are first received by any such Person. If all necessary repairs and replacements to any Mortgaged Rig affected by a Casualty Event shall not have been made within 90 days following such Casualty Event as required under Section 5.07 and an Event of Default does not otherwise exist, all Casualty Proceeds received by the Borrower, any Guarantor or the Collateral Agent as a result of such Casualty Event shall be applied to repay or provide cover for (as applicable) the Credit Outstanding on the later of (i) the 91st day after the occurrence of such Casualty Event or (ii) the day such Casualty Proceeds are first received by the Borrower, any Guarantor or the Collateral Agent. In addition, if any excess Casualty Proceeds remain after all necessary repairs and replacements have been completed and all costs therefor have been paid in full, such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount excess Casualty Proceeds shall be reduced applied to zerorepay or provide cover for (as applicable) the Credit Outstanding on the date it is determined that such excess Casualty Proceeds exist. (c) On the first Business Day following the receipt of any Collateral Disposition Proceeds by the Borrower, any Guarantor or the Collateral Agent before the Termination Date, the Borrower shall repay an amount equal to at least one-twelfth or provide cover for (1/12as applicable) of the any Credit Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this Agreement. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) Business Day after the Borrowing Base Shortfall Day, shall repay outstanding Loans (including accrued Interest thereon), in an amount equal to the amount of such Collateral Disposition Proceeds. (d) Upon the Borrowing Base Deficiency specified date 90 days after any Collateral Disposition occurring on or after the Termination Date, the Borrower shall repay or provide cover for (as applicable) any Credit Outstanding in an amount equal to (i) if the Collateral Disposition involves a Semisubmersible Rig, the Credit Outstanding as of the date of such Collateral Disposition multiplied by 200% of the Appraised Value Percentage of the Mortgage Rig disposed of in such Collateral Disposition, and (ii) if the Collateral Disposition involves any Mortgaged Rig other than a Semisubmersible Rig, the Credit Outstanding as of the date of such Collateral Disposition multiplied by the Appraised Value Percentage of the Mortgaged Rig disposed of in such Collateral Disposition; provided, that no such payment or cover shall be required under this Section 2.07(d) if (A) (1) the Mortgaged Rig disposed of in such Collateral Disposition is a Mat Supported Rig, (2) such Collateral Disposition does not constitute a Subsidiary Mat Supported Rig Disposition, and (3) after giving effect to such Collateral Disposition the Collateral Maintenance Ratio is equal to or greater than 3 to 1, or (B) on or before the day such payment or cover is required under this Section 2.07(d), the Borrower or Guarantor who owned such disposed Mortgaged Rig shall have replaced such disposed Mortgaged Rig with an offshore drilling rig of the same type and class as the disposed Mortgaged Rig or with another offshore drilling rig acceptable to the Agent and the Co-Agent and, in either case, with a Market Value equal to or greater than 75% of the Market Value of the disposed Mortgaged Rig and such Person shall have delivered to the Agent Post Closing Security Documents necessary to grant a duly perfected Lien to the Collateral Agent, for the ratable benefit of the Bank Group and as security for the Obligations, covering such additional offshore drilling rig (which shall thereafter constitute a Mortgaged Rig) and the other items required under Section 2.06(b)(ii)(B)-(F). (e) In the event that the Borrower shall be required pursuant to this Section 2.07 to repay or provide cover for Credit Outstanding, the Borrower shall make such repayment and provide such cover in the notice provided following order: (i) first, pay the amount of all unreimbursed drawings under any Letters of Credit, (ii) second, repay the principal of any Base Rate Loans, (iii) third, repay the principal of any Eurodollar Rate Loans and (iv) fourth, provide cover for the undrawn portion of any Letters of Credit. Cover for the undrawn portion of any Letters of Credit shall be effected by paying to the Borrower Collateral Agent immediately available funds, to be held by the Lender Collateral Agent in an account under the sole dominion and control of the Collateral Agent, for the benefit of the Bank Group, as security for the Obligations until the earlier of (A) the occurrence in this Section 2.07 which necessitated such requirement cover no longer exists or (B) such time as the Letters of Credit have been terminated and all obligations of the Borrower to the Bank Group (including the Issuing Bank) in respect thereof have been paid in full, at which time the Collateral Agent shall remit the amount of such cover, in immediately available funds, at the direction or instruction of the Borrower. Any funds delivered pursuant to the preceding sentence shall be placed in an interest bearing account selected by the Collateral Agent and so long as no Default has occurred and is continuing, any accrued interest on such funds shall be distributed monthly to the Borrower. (f) On each Scheduled Payment Date, the Borrower shall (i) repay the Loans in an amount equal to 6.25% of the aggregate amount of Loans outstanding on the Termination Date, and (ii) if any Letter of Credit is outstanding on such Scheduled Payment Date, provide cover for such Letter of Credit in an amount equal to 6.25% of the face amount of such Letter of Credit. Any prepayments made after the Termination Date under Section 2.07(b) or Section 2.07(d) shall be applied against the scheduled installments required under this Section 2.07(f), in inverse order of maturity. (g) All outstanding Loans shall be fully due and payable on the Maturity Date. (h) Each repayment of Loans required by this Section 2.07 shall be accompanied by payment of accrued interest to the date of such payment on the principal amount paid. In the event of any payment of a “Margin Call”)Eurodollar Rate Loan, the Borrower shall be obligated to reimburse the Banks for funding losses, if any, pursuant to Section 2.13.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Committed Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”). Notwithstanding the prior sentence, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds the Deficiency Threshold, either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder unless (i) there is a Margin Deficit in existence under the Master Repurchase Agreement or (ii) a Default or Event of Default has occurred. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Commitment Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”); provided, however, that in the absence of a Default or an Event of Default, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds $200,000 (the “Deficiency Threshold”), either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Xxx Stop-Loss Cap Failure Borrowing Base Deficiency or Xxxxxxx Xxx Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence. (c) Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction with Xxxxxxx Xxx by delivering notice to Lender (an “Excess Yield Transaction Notice”), at least seven (7) Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Date”). Each Excess Yield Transaction Notice shall identify the Excess Yield Transaction Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an Excess Yield Transaction Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to the Retained Citi Covered Mortgages. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); unless, (1) there is any Margin Deficit in existence as of the Excess Yield Transaction Date, (2) any Default or Event of Default has occurred, (3) any Margin Deficit, Default or Event of Default would occur due to Lender releasing such portion of its Lien on the Collateral or (4) the Excess Yield Transaction fails to close.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until The Borrower shall repay the Outstanding Aggregate Loan Amount shall be reduced to zero, the Borrower shall repay an amount equal to at least one-twelfth (1/12) of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementAgreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility shall be immediately due and payable on the Termination Date. (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Available Facility Committed Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (iNew York City time) on the same day if the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if the notice is received later than 11:00 a.m. (New York time), then within one (1) next succeeding Business Day after following the Borrowing Base Shortfall Day, shall Day repay outstanding Loans (including accrued Interest interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”). Notwithstanding the prior sentence, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds the Deficiency Threshold, either individually or on an aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder unless (i) there is a Margin Deficit in existence under the Master Repurchase Agreement or (ii) a Default or Event of Default has occurred. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Xxxxxx Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence. (c) Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction by delivering notice to Lender (an “EYT Notice”), at least [***] Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Date”). Each EYT Notice shall identify the Excess Yield Transaction Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an EYT Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to the Retained Citi Covered Mortgages. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); unless, (1) there is any Margin Deficit in existence as of the Excess Yield Transaction Date, (2) any Default or Event of Default has occurred, (3) any Margin Deficit, Default or Event of Default would occur due to Lender releasing such portion of its Lien on the Collateral or (4) the Excess Yield Transaction fails to close.

Mandatory Repayment of Loans. (a) On each Loan Repayment Date (or, if The Borrower shall from time to time repay the Loans comprising part of the same Borrowing in such day is not a Business Day, the following Business Day) from and after the Wind Down Date, and continuing until the Outstanding Aggregate Loan Amount amounts as shall be reduced to zero, necessary so that at all times the Borrower Credit Outstanding shall repay an amount equal to at least one-twelfth (1/12) not be in excess of the Outstanding Aggregate Loan Amount as of the Wind Down Date with respect to all Loans and all other amounts due under this AgreementTotal Commitment. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, Except to the extent prepaidthat repayment is required solely as a result of a Borrowing Base Deficiency under SECTION 2.07(b), provided the Wind Down Date shall not have occurred, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02). Notwithstanding the foregoing, all amounts owing under the Facility any repayment required by this SECTION 2.07(a) shall be immediately due and payable on the Termination Datedate such repayment obligation accrues pursuant to the preceding sentence. (b) IfIn addition to any other repayments required under SECTION 2.07(a), on any Business Day (if a “Borrowing Base Shortfall Day”)Deficiency exists, the Lender provides written notice Borrower shall from time to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of time either (i) repay the Borrowing Base and (ii) the Available Facility Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the Borrower (i) on Loans comprising part of the same day if Borrowing in whole or ratably in part in an amount equal to the Lender notifies Borrower by 11:00 a.m. (New York time) of such Borrowing Base Deficiency, or (ii) if provide to the Agent within thirty (30) days after receipt of notice is received later than 11:00 a.m. of the existence of a Borrowing Base Deficiency from the Agent, Security Documents in form and substance satisfactory to the Agent, granting, confirming, and perfecting first and prior Liens in favor of the Agent for the benefit of the Bank Group covering additional Oil and Gas Properties of the Borrower not evaluated in the most recent Reserve Report delivered to the Bank Group and acceptable to the Majority Banks, having a Borrowing Base value at least equal to such Borrowing Base Deficiency (New York time), then within one (1) Business Day after as determined by the Majority Banks in the same manner as the Borrowing Base Shortfall Dayis determined under SECTION 2.04) or other collateral acceptable to the Majority Banks. Any repayment required by this SECTION 2.07(b) shall be due and payable in six (6) equal monthly installments, shall repay outstanding Loans (including accrued Interest thereon), each in an amount equal to one-sixth (1/6th) of the original amount of such Borrowing Base Deficiency, commencing on the last day of the calendar month immediately following such redetermination of the Borrowing Base Deficiency specified in and continuing on the notice provided same day of each subsequent calendar month. (c) All outstanding Loans shall be fully due and payable on the Maturity Date, together with any unpaid interest and fees accrued thereon. (d) Each repayment of Loans required by this SECTION 2.07 shall be accompanied by payment of accrued interest to the date of such payment on the principal amount paid. In the event of any payment of a Eurodollar Rate Loan, the Borrower by shall be obligated to reimburse the Lender (such requirement a “Margin Call”)Banks in respect thereof pursuant to SECTION 2.