Common use of Material Adverse Change to Borrower or a Collateral Pool Property Clause in Contracts

Material Adverse Change to Borrower or a Collateral Pool Property. If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender shall promptly conduct a Valuation of the affected Collateral Pool Property pursuant to SECTION 2.12. Until such time as such Valuation shall be completed the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed (but only for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in SECTION 2.5.1) to have a Market Value equal to a value to be reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written notice of the results of such Valuation. If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such Valuation. In the event that such Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1, Borrower shall, within fifteen (15) days of the notice of such valuation, cure the same by bringing the Loan into compliance with the Sublimits by either (i) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, or (ii) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in

Material Adverse Change to Borrower or a Collateral Pool Property. If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive notice Notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender shall may promptly conduct a Valuation of the affected Collateral Pool Property pursuant to SECTION Section 2.12. Until such time as such Valuation Valuation, if requested, shall be completed completed, the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed (but only deemed, for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in SECTION 2.5.1) Section 2.5.3, to have a Market Value equal to a value to be and Net Operating Income reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written notice Notice of the results of such Valuation. If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such Valuation. In the event that such Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1Section 2.5.3, Borrower shall, within fifteen the time periods set forth in (15x) days of the notice of such valuationand (y) below, cure the same by bringing the Loan into compliance with the Sublimits by either (ix) within ninety (90) days of the Notice of Borrower’s non-compliance with the Sublimits, pledging multi-family real property collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9 or (iiy) within thirty (30) days of the Notice of Borrower’s non-compliance with the Sublimits, prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each inin accordance with the provisions of Section 4.3. Borrower shall cause Servicer to provide Notice to Lender, within fifteen (15) days of Servicer’s (or Lender’s) Notice to Borrower of Borrower’s non-compliance with the Sublimits, of Borrower’s election to proceed under clause (x) or clause (y) of the preceding sentence. Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) days following Notice thereof from Servicer (or Lender) of Borrower’s non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2, further adjusted, if at all, in accordance with Schedule 3.2, as a result of the duration of such Base Rate Borrowing Tranche(s). If Lender shall receive Notice of a Material Adverse Change from Borrower hereunder, or otherwise becomes aware of a Material Adverse Change which affects Borrower or the enforceability of this Agreement or the other Loan Documents taken as a whole, Borrower shall immediately provide any information or documents reasonably requested by Lender, including, but not limited to, (a) with respect to a Material Adverse Change which affects Borrower, financial statements and Borrower’s business plan to cure such Material Adverse Change or (b) with respect to a Material Adverse Change which affects the enforceability of this Agreement or the other Loan Documents taken as a whole, replacement documents in form and substance acceptable to Lender in its discretion, together with a legal opinion regarding the enforceability of such replacement documents, acceptable to Lender in its discretion.

Material Adverse Change to Borrower or a Collateral Pool Property. If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender shall promptly conduct a Valuation of the affected Collateral Pool Property pursuant to SECTION 2.12Section 2.13 (or, to the extent Borrower agrees to pay a fee of $4,000.00 per property, a Valuation of all Collateral Pool Properties). Until such time as such Valuation Valuation(s) shall be completed completed, the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed (but only for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in SECTION 2.5.1Section 2.6.1) to have a Market Value equal to a value to be reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written notice of the results of such ValuationValuation(s). If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property (or the Market Value of the Collateral Pool Properties in the aggregate, as the case may be) has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such ValuationValuation(s). In the event that such Valuation Valuation(s) hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1Section 2.6.1, Borrower shall, within fifteen (15) days of the notice of such valuation, cure the same by bringing the Loan into compliance with the Sublimits by either (i) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretiondiscretion (including, without limitation, Qualifying Rate Cap Agreements or Qualifying Rate Swap Agreements), or (ii) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each inin accordance with the provisions of Section 4.3 (except as otherwise specified in Section 4.3.2.3). If Lender shall receive notice of a Material Adverse Change from Borrower hereunder, or otherwise becomes aware of a Material Adverse Change which affects Borrower, any guarantor or the enforceability of this Agreement or the other Loan Documents taken as a whole, Borrower shall immediately provide any information or documents reasonably requested by Lender, including, but not limited to, (a) with respect to a Material Adverse Change which affects Borrower, financial statements and Borrower’s business plan to cure such Material Adverse Change, or (b) with respect to a Material Adverse Change which affects the enforceability of this Agreement or the other Loan Documents taken as a whole, replacement documents in form and substance acceptable to Lender in its discretion, together with a legal opinion regarding the enforceability of such replacement documents, acceptable to Lender in its discretion; provided however, that Borrower shall not be required to take any action that has the effect of (i) changing the material economic or other business terms of this Agreement, the Revolving Credit Note, or any other Loan Document or (ii) imposing on Borrower greater liability or obligation than that set forth in this Agreement, the Revolving Credit Note or any other Loan Document. If Borrower would otherwise be required to change the material economic or other business terms of this Agreement, the Revolving Credit Note, or any other Loan Document, or undertake greater liability or obligation than set forth in this Agreement, the Revolving Credit Note, or any other Loan Document to cure a Material Adverse Change, Borrower may instead elect to terminate this Agreement, and the parties’ obligations under the Loan Documents, and upon repayment of the Loan in full, Borrower shall have no further obligation hereunder, including any obligation to pay any Prepayment Fee, or liquidated Unused Facility Fee, Unused Minimum Usage Fee, or Minimum Servicing Fee otherwise payable hereunder. In addition, in the event Borrower shall so elect to terminate this Agreement, Borrower shall provide each counterparty with all necessary notice under each Qualified Rate Swap Agreement to terminate each Qualified Rate Swap Agreement as of the date of repayment in full of the Loan and the Borrower shall deposit with the Lender for payment to the counterparty of each Qualified Rate Swap Agreement, any payments due under any Qualified Rate Swap Agreement and all Hedge Fees.

Material Adverse Change to Borrower or a Collateral Pool Property. If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive notice Notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender shall may promptly conduct a Valuation of the affected Collateral Pool Property pursuant to SECTION Section 2.12. Until such time as such Valuation Valuation, if requested, shall be completed completed, the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed (but only for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in SECTION 2.5.1) Section 2.5.3 to have a the Market Value equal to a value to be and Net Operating Income reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written notice Notice of the results of such Valuation. If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such Valuation. In the event that such Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1Section 2.5.3, Borrower shall, within fifteen the time periods set for the in (15x) days of the notice of such valuationand (y) below, cure the same by bringing the Loan into compliance with the Sublimits by either (ix) within ninety (90) days of the Notice of such valuation, pledging multi-family real property collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9 or (iiy) within fifteen (15) days of Notice from Lender of such decrease, prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each inin accordance with the provisions of Section 4.3. Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2 (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e) and 2.4.6.2), further increased, if at all, in accordance with Schedule 3.2, as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01). If Lender shall receive Notice of a Material Adverse Change from Borrower hereunder, or otherwise becomes aware of a Material Adverse Change which affects Borrower or the enforceability of this Agreement or the other Loan Documents taken as a whole, Borrower shall immediately provide any information or documents reasonably requested by Lender, including, but not limited to, (a) with respect to a Material Adverse Change which affects Borrower, financial statements and Borrower's business plan to cure such Material Adverse Change or (b) with respect to a Material Adverse Change which affects the enforceability of this Agreement or the other Loan Documents taken as a whole, replacement documents in form and substance acceptable to Lender in its discretion, together with a legal opinion regarding the enforceability of such replacement documents, acceptable to Lender in its discretion.

Material Adverse Change to Borrower or a Collateral Pool Property. If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender shall promptly conduct a Valuation of the affected Collateral Pool Property pursuant to SECTION 2.12Section 2.13 (or, to the extent Borrower agrees to pay a fee of $4,000.00 per property, a Valuation of all Collateral Pool Properties). Until such time as such Valuation Valuation(s) shall be completed completed, the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed (but only for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in SECTION 2.5.1Section 2.6.1) to have a Market Value equal to a value to be reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written notice of the results of such ValuationValuation(s). If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property (or the Market Value of the Collateral Pool Properties in the aggregate, as the case may be) has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such ValuationValuation(s). In the event that such Valuation Valuation(s) hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1Section 2.6.1, Borrower shall, within fifteen (15) days of the notice of such valuation, cure the same by bringing the Loan into compliance with the Sublimits by either (i) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretiondiscretion (including, without limitation, Qualifying Rate Cap Agreements or Qualifying Rate Swap Agreements), or (ii) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each inin accordance with the provisions of Section 4.3 (except as otherwise specified in Section 4.3.2.3). If Lender shall receive notice of a Material Adverse Change from Borrower hereunder, or otherwise becomes aware of a Material Adverse Change which affects Borrower, any guarantor or the enforceability of this Agreement or the other Loan Documents taken as a whole, Borrower shall immediately provide any information or documents reasonably requested by Lender, including, but not limited to, (a) with respect to a Material Adverse Change which affects Borrower, financial statements and Borrower's business plan to cure such Material Adverse Change, or (b) with respect to a Material Adverse Change which affects the enforceability of this Agreement or the other Loan Documents taken as a whole, replacement documents in form and substance acceptable to Lender in its discretion, together with a legal opinion regarding the enforceability of such replacement documents, acceptable to Lender in its discretion; provided however, that Borrower shall not be required to take any action that has the effect of (i) changing the material economic or other business terms of this Agreement, the Revolving Credit Note, or any other Loan Document or (ii) imposing on Borrower greater liability or obligation than that set forth in this Agreement, the Revolving Credit Note or any other Loan Document. If Borrower would otherwise be required to change the material economic or other business terms of this Agreement, the Revolving Credit Note, or any other Loan Document, or undertake greater liability or obligation than set forth in this Agreement, the Revolving Credit Note, or any other Loan Document to cure a Material Adverse Change, Borrower may instead elect to terminate this Agreement, and the parties' obligations under the Loan Documents, and upon repayment of the Loan in full, Borrower shall have no further obligation hereunder, including any obligation to pay any Prepayment Fee, or liquidated Unused Facility Fee, Unused Minimum Usage Fee, or Minimum Servicing Fee otherwise payable hereunder. In addition, in the event Borrower shall so elect to terminate this Agreement, Borrower shall provide each counterparty with all necessary notice under each Qualifying Rate Swap Agreement to terminate each Qualifying Rate Swap Agreement as of the date of repayment in full of the Loan and the Borrower shall deposit with the Lender for payment to the counterparty of each Qualifying Rate Swap Agreement, any payments due under any Qualifying Rate Swap Agreement and all Hedge Fees.