Common use of Maximum Facility Amount Clause in Contracts

Maximum Facility Amount. (a) Subject to the terms of this Agreement and so long as (i) the total Principal Debt does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such date, and (B) such Borrowing is at least $15,000,000 and in integral multiples of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date to a date occurring up to 364 days after the date the extension is granted, by written request to the Lenders, the Managing Agents and the Administrative Agent given at least 60 days and no more than 225 days, prior to the then Drawdown Termination Date. If the Lenders, the Managing Agents and the Administrative Agent shall in their sole discretion consent to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the request, then the date set forth in clause (a) of the definition of Drawdown Termination Date shall be extended to the requested date (occurring up to 364 days after the date such request is granted by such Persons). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ prior irrevocable notice to the Administrative Agent, the Managing Agents and the Collateral Agent, and payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Agreement and so long as (i) the total Principal Debt does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such date, and (B) such Borrowing is at least $15,000,000 and in integral multiples of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date to a date occurring up to 364 days after the date the extension is granted, by written request to the Lenders, the Managing Agents and the Administrative Agent given at least 60 days and no more than 225 days, prior to the then Drawdown Termination Date. If the Lenders, the Managing Agents and the Administrative Agent shall in their sole discretion consent to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the request, then the date set forth in clause (a) of the definition of Drawdown Termination Date shall be extended to the requested date (occurring up to 364 days after the date such request is granted by such Persons). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-non- extending Lender. If Calyon New York and Issuers in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ prior irrevocable notice to the Administrative Agent, the Managing Agents and the Collateral Agent, and payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.to

Maximum Facility Amount. (a) Subject to the terms of this Agreement Agreement, from the Initial Funding Date and so long as (i) the total Principal Debt does not exceed never exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders Primary Obligations shall not exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination DateDate and if no Advance Cessation Trigger has occurred, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment Commitments of its Group BankBanks, and, except in the case of the Lloyds Group, to the extent that and if an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, Advances to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such dateValue, and (Bz) such Borrowing is at least $15,000,000 and in or integral multiples of $10,000 50,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreementforegoing, subject to the terms of this Agreement, Xxxxxxx Xxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxxthat, will Xxxxxx may fund such Advance by either with the issuance of commercial paper (or may assign such Advance to its related Group Banks; and provided further that, the Group Banks related to Xxxxxx shall have no obligation hereunder to make Advances. Furthermore, it is understood that the Borrower shall request a new Borrowing with a requested Borrowing Date on the Initial Funding Date, and upon such date the Advances made by the Lenders in each Group shall be adjusted so that they are pro rata in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreementthe Issuer Facility Amounts. (b) The Borrower may request an extension of the Drawdown Termination Date may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the Lenders, the Managing Agents and the Administrative Agent (each such notice being an “Extension Request”) given at least not later than 60 days and no more not sooner than 225 days, 90 days prior to each Annual Extension Date, request an extension of the then Drawdown Termination applicable Annual Extension Date. If the Lenders, the Managing Agents and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the requestExtension Request, then (x) the date set forth in clause (a) of the definition of Drawdown Termination Date shall not occur as of the then applicable Annual Extension Date and (y) the Annual Extension Date shall be extended as described in the definition of “Annual Extension Date.” With respect to any Group, if the requested date (occurring up related Managing Agent, in its capacity as a Bank, declines to 364 days after consent to an Extension Request, then the date other Lenders in such request Group shall be deemed to have declined to consent to such Extension Request, unless a new Managing Agent is granted selected and approved by both the Borrower and the remaining Lenders in such Persons)Group. If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments Commitment of such non-extending Lender on what would have been the Drawdown Termination then existing Annual Extension Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend consent to the Drawdown Termination extension of Annual Extension Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension hereof and its Bank Commitment permanently reduced to $0 as of the Drawdown Termination Date may be accompanied by such additional fees as date of the parties shall mutually agreethen existing Annual Extension Date. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The LendersAny such extension may be accompanied by such additional fees as the parties shall mutually agree. Notwithstanding anything else in this Agreement to the contrary, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to Drawdown Termination Date shall occur automatically, without any request by further action on the Borrower for an extension; provided that under no circumstances shall part of the Lenders, the Managing Agents Administrative Agent or the Administrative Agent have any liability Managing Agents, on each Annual Extension Date unless an Extension Request has been granted pursuant to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any requestthis paragraph. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in 50,000,000 or integral multiples of $1,000,000 5,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and or (ii) $300,000,000500,000,000. The Administrative Agent shall inform the Managing Agents of any such reduction promptly upon notice by the Borrower. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ days prior irrevocable notice to the Administrative Agent, Agent and the Managing Agents and Agents, terminate the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Agreement and so long as (i) the total Principal Debt does not exceed never exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not exceed never exceeds the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each the Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that if an Issuer does not make such Advance (orAdvance, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, Advances to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such dateValue, and (Bz) such Borrowing is at least $15,000,000 and in 5,000,000 or integral multiples of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may may, from time to time by written request to the Lenders and the Administrative Agent (each such notice being an "Extension Request") given not later than 60 days and not sooner than 90 days prior to each Annual Extension Date, request an extension of the Drawdown Termination Date to a date occurring up to 364 days after then applicable Annual Extension Date. If the date the extension is granted, by written request to the Lenders, the Managing Agents Lenders and the Administrative Agent given at least 60 days and no more than 225 daysconsent, prior to the then Drawdown Termination Date. If the Lenders, the Managing Agents and the Administrative Agent shall in their sole discretion consent discretion, to such extension within 45 Extension Request, then (it being understood that it x) the Termination Date shall be deemed denied if no consent is given within 45 days) days not occur as of the requestthen applicable Annual Extension Date, then and (y) the date set forth in clause (a) of the definition of Drawdown Termination Annual Extension Date shall be extended to the requested date (occurring up to 364 days after the date such request is granted by such Persons). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers as described in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the definition of "Annual Extension Date." Any such extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond Notwithstanding anything else to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenderscontrary herein, the Managing Agents Termination Date shall occur automatically without further action on the part of the Lenders or the Administrative Agent have any liability Agent, on each Annual Extension Date unless an Extension Request has been granted pursuant to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any requestthis paragraph. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and or (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably50,000,000. (d) The Borrower may, upon at least thirty (30) days’ days prior irrevocable notice to the Administrative Agent, terminate the Managing Agents and the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Agreement Agreement, and so long as (i) the total Principal Debt does not exceed Invested Amount never exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not exceed Invested Amount never exceeds the total Collateral Recognized Value of all Eligible Mortgage CollateralAssets, (iii) no Borrowing Purchase ever exceeds the Availability, and (iv) Borrowings Purchases are only made on Business Days before the Drawdown Termination Date, each an Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, make a Purchase (which Purchases are to be made pro rata based on the Issuer Facility Amounts) and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance)Purchase, its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to Purchases from the Borrower Sellers from time to time in such amounts as may be requested by the Borrower Sellers pursuant to Section 2.3, so long as (A) each Borrowing Purchase is the least of (x) the Availability, and (y) the Available Collateral Value as of such dateRecognized Value, and (Bz) such Borrowing is at least $15,000,000 and in 25,000,000 or integral multiples of $10,000 50,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower Sellers may borrowsell, prepay and, after any repurchase (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow may resell under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreementforegoing, subject to the terms of this Agreement, Xxxxxxx Xxxxxx shall not decline to make any Advance Purchase requested by the Borrower Sellers as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxxthat, will Xxxxxx may fund such Advance by either Purchase with the issuance of commercial paper (or may assign such Purchase to its related Group Banks; and provided further that, the Group Banks related to Xxxxxx shall have no obligation hereunder to make Purchases. Furthermore, it is understood that the Sellers shall request a new Purchase with a requested Purchase Date on the Initial Purchase Date, and upon such date the Purchases made by the Purchasers in each Bank Group shall be adjusted so that they are pro rata in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreementthe Issuer Facility Amounts. (b) The Borrower may request an extension of the Drawdown Termination Date Sellers may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the LendersPurchasers, the Managing Agents and the Administrative Agent (each such notice being an “Extension Request”) given at least not later than 60 days and no more not sooner than 225 days, 75 days prior to each Annual Extension Date, request an extension of the then Drawdown Termination applicable Annual Extension Date. If the LendersPurchasers, the Managing Agents and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension within 45 Extension Request, then (it being understood that it x) the Termination Date shall be deemed denied if no consent is given within 45 days) days not occur as of the requestthen applicable Annual Extension Date, then and (y) the date set forth in clause (a) of the definition of Drawdown Termination Annual Extension Date shall be extended as described in the definition of “Annual Extension Date.” With respect to any Group Bank, if the requested date related Managing Agent, in its capacity as a Bank, declines to consent to an Extension Request, then the other Purchasers in such Group Bank shall be deemed to have declined to consent to such Extension Request, unless a new Managing Agent is selected and approved by both the Sellers and the Administrative Agent (occurring up to 364 days after the date such request is granted by such Personswhich approval shall not be unreasonably withheld). If any Lender Purchaser declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders Purchasers nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending LendersPurchasers, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments Commitment of such non-extending Lender Purchaser on what would have been the Drawdown Termination then existing Annual Extension Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders Purchasers shall find a replacement for such non-extending LenderPurchaser. If Calyon New York and Issuers in the Calyon New York Group La Fayette decline to consent to the extension, but the other Lenders Purchasers nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent one of the Lenders, Managing Agents selected by the Sellers shall appoint another Bank as become the Administrative Agent hereunder. To the extent that any Lender Purchaser declines to extend consent to the Drawdown Termination extension of the Annual Extension Date, the Repurchase Obligations of such non-extending Lender Purchaser will be repaid pursuant to Section 2.7(c)(iii) hereofhereof and its Bank Commitment permanently reduced to $0 as of the date of the then existing Annual Extension Date. Any failure of any party to respond to the Sellers’ request for an extension within thirty (30) days of the Drawdown Termination Date such request shall be deemed a denial of such request by such party. Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond Notwithstanding anything else to the Borrower’s request for an extension contrary herein, the Termination Date shall be deemed a denial occur automatically without further action on the part of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the LendersPurchasers, the Managing Agents or the Administrative Agent have any liability Agent, on each Annual Extension Date unless an Extension Request has been granted pursuant to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any requestthis paragraph. (c) The Borrower Sellers may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 50,000,000 and in integral multiples of $1,000,000 5,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and Invested Amount or (ii) $300,000,000250,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably. (d) The Borrower Sellers may, upon at least thirty (30) days’ days prior irrevocable notice to the Administrative Agent, terminate the Managing Agents and the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Repurchase Obligations, terminate . (e) The Administrative Agent shall give each Managing Agent prompt notice of each written notice received by it from the Bank Commitments and reduce the Maximum Facility Amount Sellers pursuant to zerothis Section 2.1.

Maximum Facility Amount. (a) Subject to the terms of this Agreement and so long as (i) the total Principal Debt related to the Facility does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not other than the Seasonal Lenders never exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that and if an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such date, and (B) such Borrowing is at least $15,000,000 and in integral multiples of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date to a date occurring up to 364 days after the date the extension is grantedthen Drawdown Termination Date, by written request to the Lenders, the Managing Agents and the Administrative Agent given at least 60 days and no more than 225 days, prior to the then Drawdown Termination Date. If the Lenders, the Managing Agents and the Administrative Agent shall in their sole discretion consent to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) not less than 30 days of prior to the requestthen Drawdown Termination Date, then the date set forth in clause (a) of the definition of Drawdown Termination Date shall be extended to the requested date (occurring up to 364 days after the date such request is granted by such Personsthen Drawdown Termination Date). If any Lender declines the Lenders in the Bank One Group decline to consent to an extension requested pursuant to this Section 2.1, but the other Lenders in the CL New York Group nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) Agent of the extending LendersCL New York Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender the Banks in the Bank One Group on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent(s) Agent of the extending Lenders CL New York Group shall find a replacement for such non-extending Lenderthe Bank One Group. If Calyon New York and Issuers the Lenders in the Calyon CL New York Group decline to consent to the extension, but the other Lenders in the Bank One Group nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon CL New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, Bank One shall appoint another Bank as become the Administrative Agent hereunder, and, at the option of the Managing Agent of the Bank One Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of the Banks in the CL New York Group on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent of the Bank One Group shall find a replacement for the CL New York Group. To the extent that any Lender a Group Bank declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender Group Bank will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders (other than the Seasonal Lenders) and (ii) $300,000,000100,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Bank Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ prior irrevocable notice to the Administrative Agent, the Managing Agents and the Collateral Agent, and payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Agreement Agreement, from the Initial Funding Date and so long as (i) the total Principal Debt does not exceed never exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not exceed never exceeds the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each an Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with (which Advances are to be made pro rata based on the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, Issuer Facility Amounts) and to the extent that an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, Advances to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such dateValue, and (Bz) such Borrowing is at least $15,000,000 and in 25,000,000 or integral multiples of $10,000 50,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreementforegoing, subject to the terms of this Agreement, Xxxxxxx Barton shall not decline to make any Advance requested by the Borrower Borxxxxx as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxxthat, will Barton may fund such Advance by either with the issuance of commercial paper (papex xx xay assign such Advance to its related Group Banks; and provided further that, the Group Banks related to Barton shall have no obligation hereunder to make Advances. Furthxxxxxx, it is understood that the Borrower shall request a new Borrowing with a requested Borrowing Date on the Initial Funding Date, and upon such date the Advances made by the Lenders in each Bank Group shall be adjusted so that they are pro rata in accordance with Section 8.09(e) the Issuer Facility Amounts, but until such Borrowing Date, the only outstanding Advance shall have been made by the Calyon Group, and there shall be no assignment of its Liquidity Agreement) or will fund any portion of such Advance by drawing under its Liquidity Agreementto any Lender in any other Group. (b) The Borrower may request an extension of the Drawdown Termination Date may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the Lenders, the Managing Agents and the Administrative Agent (each such notice being an "Extension Request") given at least not later than 60 days and no more not sooner than 225 days, 75 days prior to each Annual Extension Date, request an extension of the then Drawdown Termination applicable Annual Extension Date. If the Lenders, the Managing Agents and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension within 45 Extension Request, then (it being understood that it x) the Termination Date shall be deemed denied if no consent is given within 45 days) days not occur as of the requestthen applicable Annual Extension Date, then and (y) the date set forth in clause (a) of the definition of Drawdown Termination Annual Extension Date shall be extended as described in the definition of "Annual Extension Date." With respect to any Group Bank, if the requested date related Managing Agent, in its capacity as a Bank, declines to consent to an Extension Request, then the other Lenders in such Group Bank shall be deemed to have declined to consent to such Extension Request, unless a new Managing Agent is selected and approved by both the Borrower and the Administrative Agent (occurring up to 364 days after the date such request is granted by such Personswhich approval shall not be unreasonably withheld). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments Commitment of such non-extending Lender on what would have been the Drawdown Termination then existing Annual Extension Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers in the Calyon New York Group La Fayette decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent one of the Lenders, Managing Agents selected by the Borrower shall appoint another Bank as become the Administrative Agent hereunder. To the extent that any Lender declines to extend consent to the Drawdown Termination extension of the Annual Extension Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereofhereof and its Bank Commitment permanently reduced to $0 as of the date of the then existing Annual Extension Date. Any failure of any party to respond to the Borrower's request for an extension within thirty (30) days of the Drawdown Termination Date such request shall be deemed a denial of such request by such party. Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond Notwithstanding anything else to the Borrower’s request for an extension contrary herein, the Termination Date shall be deemed a denial occur automatically without further action on the part of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that on each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed Annual Extension Date unless an Extension Request has been granted pursuant to the Lenders and (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratablythis paragraph. (d) The Borrower may, upon at least thirty (30) days’ prior irrevocable notice to the Administrative Agent, the Managing Agents and the Collateral Agent, and payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Agreement and so long as (i) the total Principal Debt does not exceed never exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not Primary Obligations never exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each the Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that if an Issuer does not make such Advance (orAdvance, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, Advances to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such dateValue, and (Bz) such Borrowing is at least $15,000,000 and in 5,000,000 or an integral multiples multiple of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the Lenders, the Managing Agents Lenders and the Administrative Agent (each such notice being an "Extension Request") given at least not later than 60 days and no more not sooner than 225 days, 90 days prior to the then Drawdown Termination Datefirst and second anniversaries of the Effective Date requesting an extension of such date to the Business Day falling not more than 360 days after such date. If the Lenders, the Managing Agents Lenders and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension Extension Request within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) 30 days following their receipt of the requestsuch Extension Request, then the date set forth in clause (a) of the definition of Drawdown Termination Date shall be extended to the requested date set forth in such Extension Request. Any such extension (occurring up to 364 days after the date such request is granted by such Persons). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option waiver of the Managing Agent(s) of the extending Lenders, either (a) right to terminate the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender on what would have been the Drawdown Termination Date but for the extension, or (bin 2002 and 2003) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond Notwithstanding anything else to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenderscontrary herein, the Managing Agents Maximum Facility Amount shall terminate automatically as of July 9, 2003 or the Administrative Agent have any liability July 9, 2004 if an Extension Request is not granted beyond such date pursuant to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any requestthis Section 2.1(b). (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in or integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and or (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratably25,000,000. (d) The Borrower may, upon at least thirty (30) days’ days prior irrevocable notice to the Administrative Agent, terminate the Managing Agents and the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Second Restated Loan Agreement and so long as (i) the total Principal Debt related to the Facility does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not never exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that and if an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such date, and (Bz) such Borrowing is at least $15,000,000 and in or an integral multiples multiple of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Second Restated Loan Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the Lenders, the Managing Agents Agents, and the Administrative Agent (each such notice being an "Extension Request") given at least 60 not later than 90 days and no more not sooner than 225 days, 120 days prior to each Annual Extension Date, request an extension of the then Drawdown Termination applicable Annual Extension Date. If the Lenders, the Managing Agents Agents, and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the requestExtension Request, then (x) the date set forth in clause (a) of the definition of Drawdown Termination Date shall not occur as of the then applicable Annual Extension Date and (y) the Annual Extension Date shall be extended as described in the definition of "Annual Extension Date." Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Notwithstanding anything else to the requested date (occurring up contrary, the Drawdown Termination Date shall occur automatically, without further action on the part of the Lenders, the Managing Agents or the Administrative Agent, on the then current Annual Extension Date unless an Extension Request has been granted pursuant to 364 days after the date such request is granted by such Persons)this paragraph. If any Lender declines the Lenders in the JPMorgan Group decline to consent to an extension requested pursuant to this Section 2.1, but the other Lenders in the Calyon New York Group nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) Agent of the extending LendersCalyon New York Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender the Banks in the JPMorgan Group on what would have been the Drawdown Termination Date but for anniversary date immediately following the extension, Extension Request or (b) the Managing Agent(s) Agent of the extending Lenders Calyon New York Group shall find a replacement for such non-extending Lenderthe JPMorgan Group. If Calyon New York and Issuers the Lenders in the Calyon New York Group decline to consent to the extension, but the other Lenders in the JPMorgan Group nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, JPMorgan shall appoint another Bank as become the Administrative Agent hereunder, and, at the option of the Managing Agent of the JPMorgan Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of the Banks in the Calyon New York Group on the anniversary date immediately following the Extension Request or (b) the Managing Agent of the JPMorgan Group shall find a replacement for the Calyon New York Group. To the extent that any Lender a Group Bank declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender Group Bank will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in or integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders and (ii) $300,000,00075,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Bank Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ ' prior irrevocable notice to the Administrative Agent, Agent and the Managing Agents and Agents, terminate the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. The Maximum Facility Amount may be increased after August 19, 2020 to Three Hundred Seventy-Five Million Dollars (a$375,000,000), and may be further increased to Five Hundred Million Dollars ($500,000,000), provided in the case of each such increase that the conditions set forth in clauses (i)-(v) Subject to the terms of this Agreement and so long as below are satisfied: (i) the total Principal Debt does not exceed Seller shall have delivered to Buyer a written request to increase the Maximum Facility Amount, which shall be delivered at least ten (10) Business Days prior to any increase being effectuated, which request shall specify the related increased Maximum Facility Amount it is requesting; (ii) the Principal Debt owed to the Lenders shall not exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks Seller shall, ratably in accordance with their Bank Commitmentsas applicable, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as execute: (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of an amendment documenting such date, and increased Maximum Facility Amount or (B) such Borrowing is at least $15,000,000 and in integral multiples of $10,000 in excess thereof. Within other documents as Buyer may reasonably require; (iii) Seller shall have paid to Buyer the limits of the Maximum Facility Amount, the Borrower may borrow, prepay applicable Upsize Fee (whether pursuant to Section 2.5 or Section 3.3(a) of this Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth defined in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement.Fee Letter); (biv) The Borrower may request an extension no Event of the Drawdown Termination Date to a date occurring up to 364 days after the date the extension Default, Margin Deficit or Potential Default has occurred and is granted, by written request to the Lenders, the Managing Agents and the Administrative Agent given at least 60 days and no more than 225 days, prior to the then Drawdown Termination Date. If the Lenders, the Managing Agents and the Administrative Agent shall continuing or would result from such increase in their sole discretion consent to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the request, then the date set forth in clause (a) of the definition of Drawdown Termination Date shall be extended to the requested date (occurring up to 364 days after the date such request is granted by such Persons). If any Lender declines to consent to an extension requested pursuant to this Section 2.1, but the other Lenders nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) of the extending Lenders, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender on what would have been the Drawdown Termination Date but for the extension, or (b) the Managing Agent(s) of the extending Lenders shall find a replacement for such non-extending Lender. If Calyon New York and Issuers in the Calyon New York Group decline to consent to the extension, but the other Lenders nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, shall appoint another Bank as the Administrative Agent hereunder. To the extent that any Lender declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; providedand (v) as of the date of such increase, howeverthe representations and warranties contained in Article 9 hereof (other than MTM Representations or any representations or warranties contained in a Requested Exceptions Report) are true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that each partial reduction such representations and warranties specifically refer to any earlier date, in which case they shall be in true and correct as of such earlier date and except that for the aggregate amount purposes of $10,000,000 this Article 3(o)(v), the representations and in integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction warranties regarding Seller or Guarantor’s financial statements shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed be deemed to refer to the Lenders and (ii) $300,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Group Bank ratablymost recent financial statements furnished to Buyer. (d) The Borrower may, upon at least thirty (30) days’ prior irrevocable notice to the Administrative Agent, the Managing Agents and the Collateral Agent, and payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.

Maximum Facility Amount. (a) Subject to the terms of this Restated Loan Agreement and so long as (i) the total Principal Debt related to the Facility (other than the Seasonal Facility) does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders shall not other than the Seasonal Lenders never exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer (other than Xxxxxxx, and in the case of the Calyon Group, either Atlantic or La Fayette or both) may, each in its sole discretion, and Xxxxxxx shall make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and, except in the case of the Lloyds Group, to the extent that and if an Issuer does not make such Advance (or, in the case of Atlantic and La Fayette, to the extent neither such Issuer makes such Advance), its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (A) each Borrowing is the least of (x) the Availability, and (y) the Available Collateral Value as of such date, and (Bz) such Borrowing is at least $15,000,000 and in or an integral multiples multiple of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Restated Loan Agreement or otherwise), and reborrow under this Section 2.1. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Agreement, Xxxxxxx shall not decline to make any Advance requested by the Borrower as long as the conditions set forth in the first sentence of this paragraph are satisfied; provided further that Xxxxxxx, will fund such Advance by either the issuance of commercial paper (in accordance with Section 8.09(e) of its Liquidity Agreement) or will fund such Advance by drawing under its Liquidity Agreement. (b) The Borrower may request an extension of the Drawdown Termination Date may, from time to a date occurring up to 364 days after the date the extension is granted, time by written request to the Lenders, the Managing Agents Agents, and the Administrative Agent (each such notice being an "Extension Request") given at least 60 not later than 90 days and no more not sooner than 225 days, 120 days prior to each Annual Extension Date, request an extension of the then Drawdown Termination applicable Annual Extension Date. If the Lenders, the Managing Agents Agents, and the Administrative Agent shall consent, in their sole discretion consent discretion, to such extension within 45 (it being understood that it shall be deemed denied if no consent is given within 45 days) days of the requestExtension Request, then (x) the date set forth in clause (a) of the definition of Drawdown Termination Date shall not occur as of the then applicable Annual Extension Date and (y) the Annual Extension Date shall be extended as described in the definition of "Annual Extension Date." Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Notwithstanding anything else to the requested date (occurring up contrary, the Drawdown Termination Date shall occur automatically, without further action on the part of the Lenders, the Managing Agents or the Administrative Agent, on the then current Annual Extension Date unless an Extension Request has been granted pursuant to 364 days after the date such request is granted by such Persons)this paragraph. If any Lender declines the Lenders in the Bank One Group decline to consent to an extension requested pursuant to this Section 2.1, but the other Lenders in the CL New York Group nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent(s) Agent of the extending LendersCL New York Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of such non-extending Lender the Banks in the Bank One Group on what would have been the Drawdown Termination Date but for anniversary date immediately following the extension, Extension Request or (b) the Managing Agent(s) Agent of the extending Lenders CL New York Group shall find a replacement for such non-extending Lenderthe Bank One Group. If Calyon New York and Issuers the Lenders in the Calyon CL New York Group decline to consent to the extension, but the other Lenders in the Bank One Group nevertheless desire to consent to the extension, then the extension shall be granted, and Calyon CL New York shall cease to be the Administrative Agent and the Borrower, with the consent of the Lenders, Bank One shall appoint another Bank as become the Administrative Agent hereunder, and, at the option of the Managing Agent of the Bank One Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of the Banks in the CL New York Group on the anniversary date immediately following the Extension Request or (b) the Managing Agent of the Bank One Group shall find a replacement for the CL New York Group. To the extent that any Lender a Group Bank declines to extend the Drawdown Termination Date, the Obligations of such non-extending Lender Group Bank will be repaid pursuant to Section 2.7(c)(iii) hereof. Any extension of the Drawdown Termination Date may be accompanied by such additional fees as the parties shall mutually agree. Any failure of any party to respond to the Borrower’s request for an extension shall be deemed a denial of such request by such party. The Lenders, Managing Agents and the Administrative Agent agree to use commercially reasonable efforts to respond to any request by the Borrower for an extension; provided that under no circumstances shall the Lenders, the Managing Agents or the Administrative Agent have any liability to the Borrower for any failure to respond and a failure to respond shall not be deemed to be a consent to any request. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 and in or integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders (other than the Seasonal Lenders) and (ii) $300,000,00075,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Bank Group Bank ratably. (d) The Borrower may, upon at least thirty (30) days’ ' prior irrevocable notice to the Administrative Agent, Agent and the Managing Agents and Agents, terminate the Collateral Agent, and Maximum Facility Amount in its entirety upon payment in full of all Obligations, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero.