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 2.13 (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(s) 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 2.6.1) 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 Valuation(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 Valuation(s). In the event that such Valuation(s) hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 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 discretion (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 in accordance with the provisions of Section 4.3 (except as otherwise specified in Section 4.3.

Material Adverse Change to Borrower or a Collateral Pool Property. If 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 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)2.12. Until such time as such Valuation(s) Valuation, if requested, 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 2.6.1) 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(s)Valuation. 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 Valuation(s)Valuation. In the event that such Valuation(s) Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.6.12.5.3, 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 (includingdiscretion, without limitation, Qualifying Rate Cap Agreements or Qualifying Rate Swap Agreements), 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 in accordance with the provisions of Section 4.3 4.3. Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (except 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 specified 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 Section 4.3form 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 2.13 (or, to the extent Borrower agrees to pay a fee of $4,000.00 per property, a Valuation of all Collateral Pool Properties)SECTION 2.12. Until such time as such Valuation(s) Valuation 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 2.6.1SECTION 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(s)Valuation. 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 Valuation(s)Valuation. In the event that such Valuation(s) Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.6.1SECTION 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 (including, without limitation, Qualifying Rate Cap Agreements or Qualifying Rate Swap Agreements)discretion, or (ii) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3 (except as otherwise specified in Section 4.3.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 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)2.12. Until such time as such Valuation(s) Valuation, if requested, 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 deemed, for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in Section 2.6.1) 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(s)Valuation. 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 Valuation(s)Valuation. In the event that such Valuation(s) Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.6.12.5.3, 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 (includingdiscretion, without limitation, Qualifying Rate Cap Agreements or Qualifying Rate Swap Agreements), 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 in accordance with the provisions of Section 4.3 4.3. Borrower shall cause Servicer to provide Notice to Lender, within fifteen (except 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 specified 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 Section 4.3form 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.