AMENDMENT AND RESTATEMENT DEED IN RELATION TO THE AMENDED AND RESTATED MULTICURRENCY REVOLVING FACILITY AGREEMENT

Revolving Credit Agreement

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ANTHRACITE CAPITAL INC | AHR CAPITAL MS LIMITED | MORGAN STANLEY BANK | MORGAN STANLEY MORTGAGE SERVICING LTD | MORGAN STANLEY PRINCIPAL FUNDING INC

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Title: AMENDMENT AND RESTATEMENT DEED IN RELATION TO THE AMENDED AND RESTATED MULTICURRENCY REVOLVING FACILITY AGREEMENT
Date: 2/21/2008
Industry: Real Estate Operations Law Firm: Dechert;Preston Gates;Kirkpatrick Lockhart Sector: Services

AMENDMENT AND RESTATEMENT DEED
IN RELATION TO THE AMENDED AND RESTATED
MULTICURRENCY REVOLVING FACILITY AGREEMENT, Parties: anthracite capital inc , ahr capital ms limited , morgan stanley bank , morgan stanley mortgage servicing ltd , morgan stanley principal funding inc

		Exhibit 10.1


		CONFORMED COPY


15 FEBRUARY 2008




AHR CAPITAL MS LIMITED MORGAN STANLEY MORTGAGE SERVICING LTD MORGAN STANLEY BANK MORGAN STANLEY PRINCIPAL FUNDING INC
	AMENDMENT AND RESTATEMENT DEED IN RELATION TO THE AMENDED AND RESTATED MULTICURRENCY REVOLVING FACILITY AGREEMENT DATED 20 JULY 2007

	CONTENTS
Clause		Page
1.	Interpretation	1
2.	Amendment And Restatement Of The First Amended Facility Agreement	2
3.	Consent To Amendments To Documents	2
4.	Representations And Warranties	2
5.	Governing Law	2
6.	Jurisdiction	2
7.	Counterparts	2
8.	Contracts (Rights Of Third Parties) Act 1999	3
ANNEX 1	Second Amended and Restated Facility Agreement	4

THIS DEED is made on 15 February 2008

BETWEEN:

(1)	AHR CAPITAL MS LIMITED (the " Borrower ");

(2)	MORGAN STANLEY MORTGAGE SERVICING LTD (the " Security Trustee ");

(3)	MORGAN STANLEY BANK (the " Initial Lender "); and

(4)	MORGAN STANLEY PRINCIPAL FUNDING INC (the " First New Lender " and the " Agent ")

INTRODUCTION:

(A)

The Borrower, the Security Trustee, the Initial Lender and Morgan Stanley Bank acting as agent for the Initial Lender (the " Original Agent " and, together with the Borrower, the Security Trustee and the Initial Lender, the " Original Parties ") entered into a multicurrency revolving facility agreement dated 17 February 2006 (the " Original Facility Agreement ").

(B)	The Original Parties amended and restated the Original Facility Agreement on 20 July 2007 (the " First Amended Facility Agreement ").

(C)

Pursuant to clause 21 of the First Amended Facility Agreement the Initial Lender, the First New Lender and the Original Agent entered into a Transfer Certificate dated on or about the date hereof (the " First Transfer Certificate ") whereby the rights and obligations of the Initial Lender under the First Amended Facility Agreement were transferred to the First New Lender.

(D)

Subsequent to the execution of the First Transfer Certificate pursuant to clause 23.10 of the First Amended Facility Agreement the Original Agent resigned as agent under the First Amended Facility Agreement and appointed in its place Morgan Stanley Principal Funding Inc (in such capacity the " Agent " and, together with the Borrower, the Security Trustee and the First New Lender, the " Parties ").

(E)	The Parties now wish to amend and restate the First Amended Facility Agreement in the manner set out herein.

THE PARTIES AGREE as follows:

1.	INTERPRETATION

1.1	The headings in this Deed do not affect its interpretation.

1.2	The expressions defined in the First Amended Facility Agreement, each as amended and restated pursuant to this Deed, shall, unless otherwise defined herein, have the same meaning in this Deed and the Introduction.

2.	AMENDMENT AND RESTATEMENT OF THE FIRST AMENDED FACILITY AGREEMENT

The parties hereto agree that, with effect from the date of this Deed, the First Amended Facility Agreement shall be amended and shall be in the form as restated for all purposes as set out in Annex 1 to this Deed so that the rights and obligations of the parties thereto shall from that date be governed by and construed in accordance with the provisions of the First Amended Facility Agreement (as amended and restated, the " Second Amended Facility Agreement ").

3.	CONSENT TO AMENDMENTS TO DOCU M ENTS

This Deed shall constitute the prior written consent from the Security Trustee to the a men dments to the First Amended Facility Agreement.

4.	REPRESENTATIONS AND WARRANTIES

Each of the parties hereto makes the following representations and warranties with respect to itself:

4.1	Power and Authority : It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, this Deed and the transactions contemplated thereby.

4.2	Legal Validity : This Deed constitutes its legal, valid and binding obligations.

4.3	Authorisations : All material authorisations required in connection with the entry into and validity of and the transactions contemplated by this Deed have been obtained and effected (as appropriate) and are in full force and effect.

5.	GOVERNING LAW

This Deed and all matters arising from or connected with it are governed by English law.

6.	JURISDICTION

6.1	The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Deed (a " Dispute ").

6.2	Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.

7.	COUNTERPARTS

This Deed may be executed in separate counterparts and by each party separately on a separate counterpart, and each such counterpart, when so executed, shall be an original. Such counterparts shall together constitute one and the same instrument.

8.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 (the " Act ") to enforce any term of this Deed.

IN WITNESS the parties hereto have executed this Amendment and Restatement Deed as a deed and intend to deliver and do deliver this Deed on the day and year first herein before written.

SIGNED, SEALED AND DELIVERED by	)
the duly authorised attorney of	)
AHR Capital MS Limited	)
in the presence of	)	/s/ RICHARD SHEA

Signature of witness		/s/ EMILY HADLEY


Name of witness		Emily Hadley

THE INITIAL LENDER

MORGAN STANLEY BANK

By:		/s/ MICHAEL GRIFFIN

		Senior Credit Officer

THE AGENT AND THE FIRST NEW LENDER


MORGAN STANLEY PRINCIPAL FUNDING INC
By:		/s/ CAROL MURRAY

		Vice President

THE SECURITY TRUSTEE

MORGAN STANLEY MORTGAGE SERVICING LTD.

By:		/s/ GEORGE KEYLOUN

ANNEX 1

( SECOND AMENDED AND RESTATED FACILITY AGREEMENT )

		EXECUTION COPY




$300,000,000 FACILITY AGREEMENT dated 15 February 2008 for AHR CAPITAL MS LIMITED as the Borrower arranged by MORGAN STANLEY MORTGAGE SERVICING LTD acting as the Security Trustee and MORGAN STANLEY BANK as the Initial Lender and MORGAN STANLEY PRINCIPAL FUNDING INC as the First New Lender and Agent

SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING FACILITY AGREEMENT

CONTENTS
CLAUSE		Page
1.	Definitions And Interpretation		1
2.	The Facility		21
3.	Purpose		21
4.	Conditions Of Loans		22
5.	Procedure For Loans		22
6.	Optional Currencies		28
7.	Repayment		30
8.	Repayment, Pre-Payment And Cancellation		30
9.	Interest		34
10.	Changes To The Calculation Of Interest		34
11.	Fees		36
12.	Tax Gross Up And Indemnities		37
13.	Increased Costs		41
14.	Other Indemnities		43
15.	Costs And Expenses		43
16.	Mitigation By The Lenders		45
17.	Representations		46
18.	Information Undertakings		50
19.	General Undertakings		52
20.	Events Of Default		57
21.	Changes To The Lenders		61
22.	Changes To The Obligors		64
23.	Role Of The Agent		65
24.	Conduct Of Business By The Finance Parties		71
25.	Sharing Among The Finance Parties		71
26.	Payment Mechanics		74
27.	Set-Off		76
28.	Notices		77
29.	Calculations And Certificates		78
30.	Partial Invalidity		79
31.	Remedies And Waivers		79

32.	Amendments And Waivers		79
33.	Counterparts		80
34.	Entire Agreement		83
35.	Governing Law		84
36.	Enforcement		84
SCHEDULE 1 T HE P ARTIES			86
	Part I	The Obligors	86
	Part II	The Lenders	87
SCHEDULE 2 C ONDITIONS P RECEDENT			88
	Part I	Conditions Precedent To First Loan Under This Agreement	88
	Part II	Conditions Precedent To All Loans	89
	Part III	Additional Requirements	91
	Part IV	Conditions Precedent To The Amendment And Restatement	92
	Part V	Conditions Precedent To The Second Amendment And Restatement	93
SCHEDULE 3 R EQUEST F OR B ORROWING			95
SCHEDULE 4 M ANDATORY C OST F ORMULAE			97
SCHEDULE 5 F ORM O F T RANSFER C ERTIFI C ATE			100
SCHEDULE 6 [R ESERVED ]			102
SCHEDULE 7 [R ESERVED ]			103
SCHEDULE 8 LMA F ORM O F C ONFIDENTIALITY U NDERTAKING			104
SCHEDULE 9 [R ESERVED ]			110
SCHEDULE 10 P RICING M ATRIX			111
SCHEDULE 11 R EPRESENTATIONS A ND W ARRANTIES R E : E LIGIBLE C OLLATERAL			113
SCHEDULE 12 F ORM O F C USTODIAL A GREEMENT			121
SCHEDULE 13 F ORM O F O PINIONS C OUNSEL T O B ORROWER			122
SCHEDULE 14 [R ESERVED ]			123
SCHEDULE 15 [R ESERVED ]			124
SCHEDULE 16 S ERVICER N OTICE			125

THIS SECOND AMENDED AND RESTATED AGREEMENT is dated 15 February 2008 and made between:

(1)	AHR CAPITAL MS LIMITED (the " Borrower ");
(2)	MORGAN STANLEY MORTGAGE SERVICING LTD (the " Security Trustee ");
(3)	MORGAN STANLEY BANK (the " Initial Lender "); and
(4)	MORGAN STANLEY PRINCIPAL FUNDING INC (the " First New Lender " and the " Agent ")

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.	DEFINITIONS AND INTERPRETATION
1.1	Definitions
	In this Agreement:
	" Account Bank " shall mean LaSalle Bank National Association.
	" Additional Cost Rate " has the meaning given to it in Schedule 4 ( Mandatory Cost formulae ).
	" Advance Rate " shall mean, for each item of Collateral, the advance rate set forth in the Request for Borrowing which shall be consistent with the Pricing Matrix, as set forth in Schedule 10 ( Pricing Matrix ).
	" Affiliate " shall mean, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company and, with respect to the Borrower, any person managed by the Borrower.
	" the Agent's Spot Rate of Exchange " shall mean the Agent's spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. London time on a particular day.
	" Applicable Margin " shall mean, with respect to each item of Collateral the margin applicable to such item of Collateral as set forth in Schedule 10 ( Pricing Matrix ) or such other margin as may be mutually agreed to by the Borrower and the Agent.
	" Appraisal " shall mean a valuation of any Property prepared by a valuer reasonably acceptable to the Agent.
	" Asset-Specific Loan Balance " shall mean the portion of any Loan allocable to each item of Eligible Collateral (converted into the Base Currency using the Agent's Spot Rate of Exchange as at the day which was one (1) Business Day prior to the relevant Funding Date of such Loan). Such portion shall initially consist of the sum of the Loans made on account of such Eligible Collateral, advance costs and fees to the extent properly incurred by the Lenders and the Agent and the Security Trustee hereunder and borrowed by the Borrower hereunder.

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	Whenever this Agreement states that principal payments on account of a Loan are to be allocated or applied to or against the Asset-Specific Loan Balance of a specific item of Eligible Collateral, the Asset-Specific Loan Balance of such item of Eligible Collateral shall be deemed reduced accordingly by the amount of the principal payments so applied (converted into the Base Currency using the Agent's Spot Rate of Exchange as at the day which was one (1) Business Day prior to the day on which such principal payments on account of such Loan are actually so allocated and applied).
	" Asset Value " shall mean, as of any date in respect of any item of Eligible Collateral, the price (if not expressed in the Base Currency, converted into the Base Currency using the Agent's Spot Rate of Exchange on the day such calculation is made) at which such item of Eligible Collateral could readily be sold, after giving effect to the value of any Interest Rate Protection Agreements with respect to such item of Eligible Collateral which are to be secured in favour of the Security Trustee as Collateral, as determined in good faith discretion by the Agent, which price may be determined to be zero and in no event shall exceed the then outstanding par value (where applicable) of the subject Eligible Collateral which consists of a Collateral Loan. The Agent’s determination of Asset Value, which may be made at any time and from time to time, shall be conclusive, absent manifest error, upon the parties to this Agreement; provided that , without limiting the effect of Clause 8.3 ( Mandatory Pre-Payment or granting of further security to the Security Trustee ), the Asset Value shall be deemed to be:
	(1)	zero or such greater amount as determined in sole but good faith discretion by the Agent in respect of each item of Eligible Collateral in respect of which there is a breach of a representation or warranty by a Collateral Obligor;
	(2)	zero or such greater amount as determined in good faith, by, but at the sole discretion of the Agent in respect of each item of Eligible Collateral in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period in excess of thirty (30) days (after taking into account any applicable grace periods);
	(3)	zero or such greater amount as determined in good faith, by, but at the sole discretion of, the Agent, in respect of each item of Collateral which has been released from the possession of the Custodian under the Custodial Agreement to the Borrower for a period in excess of fourteen (14) days unless the Agent and Custodian have approved such release for a longer period of time; and
	(4)	zero or such greater amount as determined in good faith, but at the sole discretion of, the Agent following the failure of Borrower to deliver the Collateral File associated with such item of Eligible Collateral to the Custodian within five (5) Business Days after the Funding Date associated with the Loan made in respect of such item of Eligible Collateral.
	Notwithstanding anything to the contrary contained in this definition, whenever an Asset Value determination is required under this Agreement:
	(a)	the Borrower shall cooperate with the Agent in its good faith determination of the Asset Value of each item of Eligible Collateral (including, without limitation, providing all information and documentation in the possession of the Borrower or

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		otherwise within the control of the Borrower regarding such item of Eligible Collateral); and
	(b)	the Agent shall be entitled to consider any and all factors relevant to the determination of Asset Value including, without limitation, general and specific changes in the capital markets and the real estate markets, and other factors affecting any item of Eligible Collateral, the Borrower, any Collateral Obligor or the transactions contemplated hereunder. Each communication by the Agent to the Borrower of an Asset Value determination pertaining to one or more items of Eligible Collateral shall be subject to the disclaimer provisions set forth in Clause 33.3 ( Disclaimers ).
	" Authorisation " shall mean an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
	" Availability Period " shall mean the period from and including the Effective Date to and including the Termination Date.
	" Available Credit " shall mean, with respect to any Lender, such Lender's Maximum Credit minus:
	(a)	the Base Currency Amount of its participation in any outstanding Loans; and
	(b)	in relation to any Loans that are proposed to be made, the Base Currency Amount of its proportional participation in any Loans that are due to be made on or before the proposed Funding Date,
	other than such Lender's participation in any Loans that are due to be repaid or prepaid on or before the proposed Funding Date.
	" B Notes " shall mean the original executed subordinated note or other evidence of a subordinated interest with respect to a Mortgage Loan or a Mezzanine Loan (to which the applicable representations and warranties in Clause 17.13 ( Collateral; Collateral Security ) hereof are correct).
	" Bank Agreement " shall mean the Collection Account Security and Control Agreement between inter alios the Borrower and the Security Trustee dated 17 February 2006.
	" Base Currency " shall mean dollars.
	" Base Currency Amount " shall mean, in relation to a Loan, the amount specified in the Request for Borrowing for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent's Spot Rate of Exchange on the date which is one (1) Business Day before the Funding Date) adjusted to reflect any repayment, pre-payment, consolidation or division of the Loans.
	" Borrower Bank Accounts " or " Accounts " means the Borrower Sterling Account, the Borrower Yen Account and the Borrower Euro Account or any one or more of them as the context may require (and any renewal or redesignation of such accounts) maintained with the Account Bank, the Irish Bank Accounts and any other bank accounts as the Borrower may

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	open and maintain from time to time in accordance with the Bank Agreement and notified to the Agent and the Lenders.
	" Borrower Euro Account " means the euro denominated Borrower Bank Account maintained by the Account Bank with account number 40183181, account name AHR Capital MS Limited Euro Account (and any redesignation of such account).
	" Borrower Irish Tax Requirements" shall mean the following:
	(a)	the Borrower is and shall continue to be resident in the Republic of Ireland for the purposes of the Irish Taxes Act;
	(b)	the Borrower carries on and shall continue to carry on in the Republic of Ireland the business of holding, managing or both the holding and managing of the Eligible Collateral or interests in the Eligible Collateral;
	(c)	apart from activities ancillary to the business of managing or holding the Eligible Collateral or interests in the Eligible Collateral, the Borrower carries on and shall continue to carry on no other activities;
	(d)	the market value of the Eligible Collateral or interests in the Eligible Collateral held or managed by the Borrower was not less than EUR 10,000,000 on the day on which the Eligible Collateral or interests in the Eligible Collateral were first held by it;
	(e)	all of the transactions entered into or that will be entered into by the Borrower have been or will be entered into, as the case may be, on an arm’s length basis, apart from any transaction or arrangement where Section 110(4) of the Irish Taxes Act applies to any interest or other distribution payable under the transaction or arrangement unless the transaction or arrangement concerned is excluded from that provision by virtue of Section 110(5) of the Irish Taxes Act;
	(f)	the Borrower has notified the Irish Revenue Commissioners in the prescribed form that it is or intends to be a qualifying company for the purposes of Section 110(1) of the Irish Taxes Act and has supplied to the Irish Revenue Commissioners such other particulars relating to it as may be specified in the prescribed form;
	(g)	the proceeds of all monies or funding received by the Borrower have been, or as applicable, shall be used by the Borrower in the course of its business as a qualifying company within the meaning of Section 110 of the Irish Taxes Act;
	(h)	excluding costs of incorporation of the Borrower, any material expenses (being expenses in the aggregate exceeding $50,000 per annum) incurred or to be incurred by the Borrower including interest payable by the Borrower shall be deductible in computing its profits for the purposes of the Irish Taxes Act; and
	(i)	any transaction entered into by the Borrower is not or will not be entered into by such Borrower for tax avoidance reasons.

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	" Borrower Sterling Account " means the sterling denominated Borrower Bank Account maintained by the Account Bank with account number 40183203, account name AHR Capital MS Limited Sterling Account (and any redesignation of such account).
	" Borrower Yen Account " means the Yen denominated Borrower Bank Account maintained by the Account Bank with account number 40193829, account name AHR Capital MS Limited Yen Account (and any redesignation of such account).
	" Borrowing Base " shall mean the aggregate Collateral Value of the Collateral utilised pursuant to the Debenture to secure the amounts from time to time outstanding under the Finance Documents, including, but not limited to, the Loans.
	" Borrowing Base Deficiency " shall have the meaning provided in paragraph (a) of Clause 8.3(a) ( Mandatory Pre-Payment or granting of further security to the Security Trustee ) hereof.
	" Business Day " shall mean, a day (other than a Saturday or Sunday) on which banks are open for general business in:
	(a)	London, or in relation to any date for payment or purchase of a currency other than sterling or euro the principal financial centre of the country of that currency;
	(b)	in relation to any date for payment or purchase of euro, any TARGET Day; or
	(c)	in relation to any notice to be given to a party pursuant to this Agreement (including a Request for Borrowing) the city in which such party's office for service is located.
	" Capital Lease Obligations " shall mean, for any person, all obligations of such person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalised amount hereof, determined in accordance with GAAP.
	" CMBS " shall mean, in the singular or plural as the context requires, debt securities backed by mortgages or other comparable security over commercial real estate or by securities, interests or other obligations backed directly or indirectly by such mortgages or other comparable security with the assigned Rating by the corresponding Rating Agency as set forth in Schedule 10 ( Pricing Matrix ).
	" Collateral " shall mean, all of the Borrower's right, title and interest in, to and under each of the following items of Property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located:
	(a)	All Eligible Collateral with respect to which a Loan is made hereunder;
	(b)	All Collateral Documents with respect to which a Loan is made hereunder and as to which the Custodian has been instructed to hold for the Security Trustee pursuant to the Custodial Agreement;

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	(c)	All guarantees and insurance (issued by any Governmental Authority or otherwise) and any insurance certificate or other document evidencing such guarantees or insurance relating to any Collateral and all claims and payments thereunder;
	(d)	All Interest Rate Protection Agreements;
	(e)	All other insurance policies and insurance proceeds relating to the Collateral or related Property;
	(f)	All collateral or security however defined, under any other agreement between any Obligor and the Lender and/or or any of their respective Affiliates; and
	(g)	Any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
	" Collateral Documents " shall mean the documents comprising the Collateral File for each item of Eligible Collateral.
	" Collateral File " shall mean, as to each item of Collateral, those documents set forth in a schedule to be delivered by the Borrower or the Agent to the Custodian and which are delivered to the Custodian pursuant to the terms of this Agreement or the Custodial Agreement including, without limitation, all documents required by the Agent to better enable the Borrower to grant in favour of the Security Trustee and to perfect a first priority security interest in such item of Collateral.
	" Collateral Loan " shall mean, any Eligible Collateral consisting of a loan or an interest in a loan.
	" Collateral Obligor " shall mean, any obligor with respect to any Eligible Collateral, any issuer of any debt security comprising any portion of the Collateral and the issuer of any Preferred Equity Interest.
	" Collateral Schedule " shall mean a list of the Eligible Collateral to be granted by way of security to the Security Trustee for the Secured Obligations under the Finance Documents attached to a Custodial Identification Certificate setting forth, as to each item of Eligible Collateral, the applicable information for such Collateral type specified in the Custodial Agreement.
	" Collateral Schedule and Exception Report " shall mean any collateral schedule and exception report prepared by the Custodian pursuant to the Custodial Agreement.
	" Collateral Value " shall mean on any day, with respect to each item of Collateral, the product obtained by multiplying the Asset Value of such item of Collateral (converted into the Base Currency calculated by the Agent determining the Base Currency equivalent of such Asset Value by converting such Asset Value into the Base Currency using the Agent's Spot Rate of Exchange on such day) by the Advance Rate set forth in the Request for Borrowing associated therewith.
	" Commitment Fee " shall have the meaning provided in Clause 11 ( Fees ) hereof.

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	" Corporate Services Agreement " shall mean the Management Agreement dated 27 January 2006 between the Borrower and Citco Corporate Services (Ireland) Limited.
	" Custodian " shall mean, LaSalle Bank National Association, as Custodian under the Custodial Agreement, and its successors and permitted assigns thereunder.
	" Custodial Agreement " shall mean the Custodial Agreement, dated as of 17 February 2006, between the Borrower, the Custodian and the Agent, substantially in the form of Schedule 12 ( Form of Custodial Agreement ) hereto, as the same shall be modified and supplemented and in effect from time to time.
	" Custodial Identification Certificate " shall mean, the certificate executed by the Borrower in connection with the pledge of Eligible Collateral to the Security Trustee in the form of Schedule 3 to the Custodial Agreement.
	" Debenture " shall mean the Debenture dated 17 February 2006 entered into by, inter alios , the Borrower in favour of the Security Trustee.
	" Default " shall mean an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, or any combination of any of the foregoing) be an Event of Default.
	" Diligence Materials " shall mean the Preliminary Due Diligence Package together with the materials requested in the Supplemental Due Diligence List.
	" dollars " or " $ " shall mean the lawful currency of the United States of America.
	" Due Diligence Review " shall have the meaning set forth in Clause 33.2 ( Periodic Due Diligence Review ).
	" Effective Date " shall mean, February 17, 2006.
	" Eligible Collateral " shall mean collectively: Mortgage Loans, Mezzanine Loans, B Notes, Preferred Equity Interests and CMBS and Other Approved Collateral to which the applicable section of Schedule 11 ( Representations and Warranties Re: Eligible Collateral ) hereof is correct.
	" Eligible Collateral Asse t" shall mean any particular item of Eligible Collateral.
	" Encumbered Property " shall mean the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the debt comprised in a Mortgage Loan, or, in the case of any Mezzanine Loan, the Equity Interests and the real property related thereto.
	" Equity Interest " shall mean any interest in a person constituting a share of stock or a partner or membership interest or other right or interest in a person not characterised as indebtedness under GAAP (including, without limitation, a Preferred Equity Interest).

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	" Equity Proceeds " shall mean with respect to the Guarantor, an amount equal to the net proceeds from the issuance of any securities of the Guarantor or the net proceeds due to the Guarantor from contributions to capital or otherwise by another person.
	"EURIBOR " means in relation to any Loan in euro:
	(a)	the applicable Screen Rate; or
	(b)	(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market;
	as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.
	" euro " or " EUR " shall mean the single currency unit of the Participating Member States.
	" EU Insolvency Regulation " means Council Regulation (EC) No. 1346/2000 of 20 May 2000.
	" Event of Default " shall mean any event or circumstance specified as such in Clause 20 ( Events of Default ).
	" Examiner " has the meaning given to it in Section 2 of the Companies (Amendment) Act, 1990 of the Republic of Ireland and " Examinership " shall be construed accordingly.
	" Exit Fee " shall have the meaning ascribed to it in Clause 11.2 ( Exit Fee ).
	" Exit Fee Related Collatera l" shall have the meaning ascribed to it in Clause 11.2 ( Exit Fee ).
	" Facility " shall mean the revolving loan facility made available under this Agreement as described in Clause 2 ( The Facility ).
	" Facility Office " shall mean the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
	" Finance Documents " shall mean this Agreement, the Debenture, the Guarantee, the Custodial Agreement, the Bank Agreement, each Interest Rate Protection Agreement and any other document designated as such by the Agent and the Borrower.
	" Finance Party " shall mean the Agent, the Security Trustee and each Lender as the case may be and the context requires.
	" Funding Costs " shall mean, collectively, the actual costs to a Lender of breaking an interbank contract for LIBOR, or if applicable, EURIBOR (or the costs that would have been incurred if such a Lender had entered into a broken interbank contract prior to the expiration of the contract period applicable thereto in connection with (a) a pre-payment (whether voluntary or involuntary) of all or any portion of an Asset-Specific Loan Balance or other principal

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	repayment required or permitted under the Finance Documents that is made at any time other than at the expiration of an Interest Period, (b) any voluntary or involuntary acceleration of the Termination Date that in effect occurs on any date that is not the last day of an Interest Period with respect to any Asset-Specific Loan Balance, and (c) any other set of circumstances not attributable solely to a Lender's acts, or related to an amendment of this Agreement by the parties hereto. Subject to the foregoing, Funding Costs shall not include a diminution in yield suffered by a Lender upon re-lending or re-investing the principal of a Loan after any pre-payment of such Loan.
	" Funding Date " shall mean the date on which a Loan is made hereunder.
	" GAAP " shall mean
	(a)	in respect of the Borrower, generally accepted accounting principles in effect from time to time in the Republic of Ireland; and
	(b)	in respect of the Guarantor, generally accepted accounting principles in effect from time to time in the United States of America.
	" Governmental Authority " shall mean, any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over the Borrower, the Guarantor or any of their respective Subsidiaries or any of their respective properties.
	" Guarantee " shall mean the Amended and Restated Parent Guaranty and Indemnity executed by the Guarantor in favour of the Security Trustee and Agent dated 15 February 2008.
	" the Guarantor " shall mean Anthracite Capital, Inc., a Maryland corporation.
	" Holding Company " means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
	" Indebtedness " shall mean any indebtedness for or in respect of:
	(a)	moneys borrowed;
	(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;
	(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

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	(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
	(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
	(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
	(i)	any Capital Lease Obligations;
	(j)	any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into this agreement is to raise finance;
	(k)	(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above; and
	(l)	any other indebtedness of the Borrower whether financial or otherwise.
	" Information Memorandum " shall mean, the document in the form approved by the Borrower concerning the Borrower which, at its request and on its behalf, is to be prepared in relation to this transaction and distributed prior to the Syndication Date in connection with syndication.
	" Institutional Investor " shall mean a bank, insurance company, pension fund, real estate investment trust, registered investment advisor or other institutional investor or a corporation whose shares are publicly traded on the New York Stock Exchange or the American Stock Exchange, the London Stock Exchange, the Irish Stock Exchange or a similar internationally recognised stock exchange of another nation or any Affiliate of the foregoing, in each case, having not less than $500,000,000 in assets and $250,000,000 in equity, and having a long term unsecured debt rating of "A" by S&P or the equivalent by Moody’s.
	" Institutional Owner " shall mean an insurance company, bank, savings and loan association, REIT, Real Estate Mortgage Investment Conduit, grantor trust, trust company, commercial credit corporation, pension plan, pension fund or pension fund advisory firm, mutual fund or other investment company, governmental entity or plan, "qualified institutional buyer", within the meaning of Rule 144A under the Securities Act (U.S.) of 1993, as amended (other than a broker/dealer) or an institution substantially similar to any of the foregoing, or any entity wholly owned by any one or more such institutions, in each case, having not less than $500,000,000 in assets and $250,000,000 in equity, and having a long term unsecured debt rating of "A" by S&P or the equivalent by Moody’s.
	" Interest Payment Date " shall mean the first Business Day of each month and for the last month of this Agreement, the first Business Day of such last month and the Termination Date.
	" Interest Period " for any Loan shall mean (i) the period commencing on the Funding Date and ending on the day immediately preceding the next succeeding Interest Payment Date, and

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	thereafter (ii) the period commencing on each Interest Payment Date and ending on the date immediately preceding the next succeeding Interest Payment Date.
	" Interest Rate Protection Agreement " shall mean, any, futures contract, options related contract, interest rate swap, cap or collar agreement or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies.
	" Investment Management Agreement " shall mean the Investment Management Agreement dated 27 January 2006 between the Borrower and BlackRock Financial Management, Inc.
	" Irish Bank Accounts " means, collectively, the current account (account No. 26932332) and the deposit account (account No. 26933802) in the name of the Borrower with the Governor and Company of the Bank of Ireland.
	" Irish Taxes Act " has the meaning given to it in Clause 12.1 ( Definitions ).
	" the Lender " shall mean:
	(a)	Morgan Stanley Bank, a Utah Corporation;
	(b)	Morgan Stanley Principal Funding Inc., a Delaware Corporation; and
	(c)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 ( Changes to the Lenders ),
	which in each case has not ceased to be a Party in accordance with the terms of this Agreement.
	" Lenders' Net Aggregate Exposure " shall mean on any day, with respect to all Loans, a fraction:
	(a)	the numerator of which shall be the sum of (i) the aggregate amounts of the Loans plus (ii) the aggregate amount of any and all senior Indebtedness and senior Preferred Equity Interest(s) secured in whole or in part by real property or direct or indirect beneficial interests therein relating to all Eligible Collateral securing such Loans; and
	(b)	the denominator of which shall be the fair market value (in the Base Currency and if not expressed in the Base Currency, converted into the Base Currency using the Agent's Spot Rate of Exchange on the day such calculation is made) of the real property or direct or indirect beneficial interests referred to in (a) above as determined by the Agent in its sole good faith discretion.
	" Lenders' Net Exposure " shall mean, with respect to each Loan, a fraction:
	(a)	the numerator of which shall be sum of (i) the Base Currency Amount of such Loan plus (ii) the amount of any and all Indebtedness and senior Preferred Equity Interest(s) (in each case converted into the Base Currency using the Agent's Spot Rate of Exchange on such day) secured in whole or in part by real property or direct or

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		indirect beneficial interests therein relating to the Eligible Collateral granted as security to the Security Trustee in connection with such Loan; and
	(b)	the denominator of which shall be the fair market value (in the Base Currency and if not expressed in the Base Currency, converted into the Base Currency using the Agent's Spot Rate of Exchange on the day such calculation is made) of the real property or direct or indirect beneficial interests referenced in (a) above as determined by the Agent in its sole good faith discretion.
	" LIBOR " shall mean, in relation to any Loan:
	(a)	the applicable Screen Rate; or
	(b)	(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,
	on or about 11:00 a.m. London time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period of thirty (30) days.
	" LMA " shall mean the Loan Market Association.
	" Loan " shall mean a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.
	" Loan-To-Value Ratio " or " LTV " shall mean, as of any date in respect to any item of Eligible Collateral, the ratio that (x) the aggregate outstanding principal balances of all loans and preferred equity interests secured in whole or in part by real property or direct or indirect beneficial interests therein relating to such Eligible Collateral bears to (y) the value, determined by an Appraisal in a form reasonably acceptable to the Agent, of the real property (together with all applicable appurtenant interests and subject to all applicable security interests, encumbrances and tenancies), or direct or indirect beneficial interests which form the basis of such Eligible Collateral.
	" Majority Lenders " shall mean:
	(a)	if there are no Loans then outstanding, a Lender or Lenders whose Total Maximum Credit aggregate more than 66 2 / 3 % of the Total Maximum Credit (or, if the Total Maximum Credit have been reduced to zero, aggregated more than 66 2 / 3 % of the Total Maximum Credit immediately prior to the reduction); or
	(b)	at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 2 / 3 % of all the Loans then outstanding.
	" Mandatory Cost " shall mean the percentage rate per annum calculated by the Agent in accordance with Schedule 4 ( Mandatory Cost Formulae ).
	" Material Adverse Effect " shall mean a material adverse effect on:

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	(a)	the business, operations, Property, condition (financial or otherwise) or prospects of the Borrower or the Guarantor;
	(b)	the ability of an Obligor to perform its obligations under any of the Finance Documents;
	(c)	the validity or enforceability of any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents;
	(d)	the timely payment of principal or of interest on a Loan or other amounts payable in connection therewith; or
	(e)	the Collateral.
	" Maximum Credit " shall mean in relation to any Lender, the amount in the Base Currency set opposite its name under the heading " Maximum Credit " in Part II of Schedule 1 ( The Parties) and the amount in the Base Currency of any other Maximum Credit transferred to it under this Agreement as the same may be reduced in accordance with this Agreement to the extent not cancelled, reduced or transferred by it under this Agreement.
	" Mezzanine Loan " shall mean indebtedness of an owner or owners of any Equity Interest or any other equity or ownership interests in property secured only by such Equity Interest or other equity or ownership interest, each encumbering one or more commercial (including retail office, industrial, self-storage, hospitality or other commercial uses) or multi-family residential properties to which the applicable representations and warranties in Clause 17.13 ( Collateral; Collateral Security ) hereof are correct.
	" Moody's " shall mean Moody's Investors Service Inc. or any successor to its rating business.
	" Mortgage " shall mean the mortgage, charge or other instrument securing a Mortgage Loan, which creates a first ranking security interest on real property.
	" Mortgage Loan " shall mean a performing mortgage loan encumbering one or more commercial (including retail, office, industrial, self storage, hospitality or other commercial uses) or multi-family residential properties to which the applicable representations and warranties in Clause 17.13 ( Collateral; Collateral Security ) hereof are correct.
	" MS & Co. " shall mean Morgan Stanley & Co. Incorporated, a registered broker-dealer.
	" MS Indebtedness " means any Indebtedness of any Obligor owed to the First New Lender or any of its respective Affiliates.
	" Net Worth " shall mean the amount which would be included under shareholders equity on a consolidated balance sheet of the Borrower and the Guarantor and its subsidiaries determined on a consolidated basis in accordance with GAAP.
	" Obligors " shall mean the Borrower and the Guarantor and " Obligor " shall mean either one of them as the context may require.

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" Optional Currency " shall mean sterling, Yen or euros or any other currency mutually agreed to by the Borrower and the Agent.
" Other Approved Collateral " shall mean such other proposed Property of the Borrower as the Agent shall accept as Collateral for a Loan.
" Participating Member State " shall mean any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
" Party " shall mean a party to this Agreement.
" Post Default Rate of Interest " shall have the meaning ascribed to it in Clause 9.3 ( Default Interest ).
" Preferred Equity Interest " shall mean any interest in a person constituting preference shares or a preferred partnership or membership interest or other preferred right or interest in a person that is not characterised as indebtedness under GAAP.
" Preliminary Due Diligence Package " shall mean, with respect to any item of Eligible Collateral, the following due diligence information relating to such item of Eligible Collateral to be provided by the Borrower to the Agent pursuant to this Agreement:
(a)	a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a prudent lender would consider material;
(b)	a cash flow pro-forma, plus historical information, if available;
(c)	a description of the Property comprised in such Eligible Collateral (whether real property, a loan or other collateral);
(d)	the indicative relevant Loan-To-Value Ratio;
(e)	the Borrower’s or the Guarantor's or any Affiliate thereof's relationship with its Collateral Obligor or any Affiliate of such Collateral Obligor, if any;
(f)	a Phase I environmental report (including asbestos and lead paint report);
(g)	third party reports, to the extent available and applicable, including:
	(i)	current Appraisal;
	(ii)	Phase II environmental report or other follow-up environmental report if such was recommended in the relevant Phase I environmental report;
	(iii)	seismic reports; and
	(iv)	an operations and maintenance plan with respect to asbestos containing materials;

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	(h)	documents comprising such Eligible Collateral, or current drafts thereof, including, without limitation, the underlying debt and the related finance documents (including any guarantees), the Collateral Obligor’s organisational, or constitutional, documents, warrant agreements, and loan and collateral security agreements, as applicable;
	(i)	a list that specifically and expressly identifies any Collateral Documents that relate to such Eligible Collateral but which are not in the Borrower’s possession; and
	(j)	in the case of Eligible Collateral which is other than an actual Mortgage Loan, all information and other materials described in this definition which would otherwise be provided for the underlying mortgage loan if it were an item of Eligible Collateral, except that, as to the items set forth in paragraphs (g) and (h), to the extent the Borrower possesses such information or has access to such information because it was provided to the related lead lender and made available to the Borrower.
	" Principal Receipts " means in relation to any Eligible Collateral purchased or otherwise acquired by the Borrower, any monies arising from such Eligible Collateral and received by the Borrower which are of a principal nature or are on account of principal, or are on account of a return of capital in relation to a Preferred Equity Interest.
	" Property " shall mean, any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.
	" Proposed Eligible Collateral " means any item of Collateral that the Borrower proposes should be the subject of a Loan prior to the approval by the Agent as Eligible Collateral.
	" Qualifying Lender " has the meaning given to it in Clause 12.1 ( Definitions ).
	" Quotation Day " means in relation to any period for which an interest rate is to be determined the day that is one (1) day prior to the first day of that period.
	" Rating " shall mean the rating (or its equivalent) assigned by each Rating Agency for CMBS as set forth in Schedule 10 ( Pricing Matrix ).
	" Rating Agency " shall mean Moody's and S&P.
	" Reference Banks " shall mean the principal London offices of HSBC Bank plc, The Royal Bank of Scotland plc, Barclays Bank plc and Lloyds TSB Bank plc or such other banks as may be appointed by the Agent in consultation with the Borrower.
	" Relevant Interbank Market " shall mean in relation to euro, the European interbank market, in relation to sterling the London interbank market, in relation to Yen, the London interbank market and, in relation to any other currency, the London interbank market.
	" Repeating Representations " shall mean the representation and warranties of the Borrower set forth in Clauses 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.9, 17.10, 17.11, 17.12, 17.13, 17.15, 17.16, 17.17, 17.18 and 17.19 of this Agreement.
	" Request for Borrowing " shall mean a notice substantially in the form set out in Schedule 3 ( Request for Borrowing ).

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	" Reservations " shall mean (i) the effect of bankruptcy, examination, insolvency or similar laws affecting generally the enforcement of creditor's rights, as such laws would apply in the event of any bankruptcy, examination, receivership, insolvency or similar event applicable to the relevant Obligor and (ii) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).
	" Responsible Officer " shall mean, as to any person, the chief executive officer, chairman of the board, president, executive vice president, and, with respect of financial matters, executive vice president, vice president or the treasurer of such person.
	" Revenue Receipts " means any monies received by the Borrower which are not Principal Receipts (or the proceeds of the investment of the Borrower Principal Receipts).
	" S&P " shall mean Standard and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. or any successor to its rating business.
	" Screen Rate " means:
	(a)	in relation to LIBOR, the British Bankers' Association Interest Settlement Rate for the relevant currency and period;
	(b)	in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period;
	displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.
	" Secured Parties " or " Secured Party " shall have the meaning provided in the Debenture.
	" the Security Trustee " has the meaning provided in the heading to this Agreement.
	" the Servicer " shall have the meaning provided in Clause 33.1 ( Servicing ) hereof.
	" Servicer Notice " shall have the meaning provided in Clause 33.1 ( Servicing ) hereof.
	" Servicing Agreement " shall have the meaning provided in Clause 33.1 ( Servicing ) hereof.
	" Servicing Records " shall have the meaning provided in Clause 33.1 ( Servicing ) hereof.
	" sterling " or " £ " shall mean the lawful currency of the United Kingdom.
	" Subordinated Loan Agreement " shall mean the agreement made between the Borrower and the Guarantor evidencing the subordinated debt of the Borrower to the Guarantor which shall not be dated later than the date of the initial loan under this Agreement.

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	" Subsidiary " shall mean in the case of a company incorporated in England and Wales a subsidiary within the meaning of Section 736 of the Companies Act 1985 and in the case of the Borrower only a subsidiary within the meaning of Section 155 of the Companies Act, 1963 (as amended) of the Republic of Ireland:
	(a)	which is controlled, directly or indirectly, by the first mentioned company or corporation;
	(b)	more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or
	(c)	which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,
	and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
	" Supplemental Due Diligence List " shall mean with respect to any item of Proposed Eligible Collateral, information or deliveries concerning such Proposed Eligible Collateral that the Agent shall request in addition to the Preliminary Due Diligence Package.
	" Syndication Date " shall mean the day which is the day specified by as the day on which primary syndication of the Facility is completed.
	" Table Funded Eligible Collateral " shall mean Eligible Collateral to be acquired by the Borrower contemporaneously with the making of a Loan to it, where substantially all of the proceeds of the relevant Loan will be used to acquire such Eligible Collateral.
	" TARGET " means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.
	" TARGET Day " means any day on which TARGET is open for the settlement of payments in euro.
	" Tax " shall mean any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
	" Termination Date " shall mean 7 February 2009 or such earlier date on which this Agreement may terminate in accordance with its terms or by operation of law.
	" Total Maximum Credit " shall mean the aggregate of the Maximum Credit being $300,000,000 as at the date of this Agreement.
	" Transfer Certificate " shall mean a certificate substantially in the form set out in Schedule 5 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Borrower.

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	" Transfer Date " shall mean in relation to a transfer, the later of:
	(a)	the proposed Transfer Date specified in the Transfer Certificate; and
	(b)	the date on which the Agent executes the Transfer Certificate.
	" Trust Receipt " shall mean the receipt delivered by the Custodian pursuant to the Custodial Agreement acknowledging receipt of a Collateral File in connection with a Loan.
	" Underwriting Issues " shall mean, with respect to any Collateral as to which the Borrower intends to request a Loan, all information that has come to the Borrower's attention, based on the making of reasonable inquiries and the exercise of reasonable care and diligence under the circumstances, which would be considered a materially "negative" factor (either separately or in the aggregate with other information), or a material defect in loan documentation or closing deliveries (such as any absence of any material Collateral Documents), to a reasonable institutional lender in determining whether to originate or acquire the Collateral in question.
	" Unpaid Sum " shall mean any sum due and payable but unpaid by an Obligor under the Finance Documents.
	" VAT " shall mean value added tax as provided for in the Value Added Tax Act 1972 as amended, of the Republic of Ireland and any other tax of a similar nature.
	" VAT Group " shall mean a VAT group as defined by Section 8(8) of the Value Added Tax Act, 1972, as amended of the Republic of Ireland.
	" Yen " and " ¥ " each mean the lawful currency for the time being of Japan.
1.2	Construction
	(a)	Unless a contrary indication appears any reference in this Agreement to:
		(i)	the " the Agent ", " the Security Trustee " any " Finance Party ", any " the Lender ", any " Obligor " or any " Party " shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
		(ii)	" assets " includes present and future properties, revenues and rights of every description;
		(iii)	a " Finance Document " or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;
		(iv)	" indebtedness " includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
		(v)	a " person " includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

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	(vi)	a " regulation " includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
	(vii)	a provision of law is a reference to that provision as amended or re-enacted; and
	(viii)	a time of day is a reference to London time.
(b)	Section, Clause and Schedule headings are for ease of reference only.
(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d)	A Default (other than an Event of Default) and an Event of Default is " continuing " if it has not been remedied or waived.
(e)	Unless a contrary intention appears words importing the singular shall include the plural and vice versa.
(f)	In this Agreement, unless otherwise specified, where an expression requires any amounts of money to be aggregated or otherwise added where such amounts are not all denominated in the same currency then the aggregate of such amounts shall be:

D + X ( R )

	where "D" is the aggregate of all such amounts denominated in the Base Currency and "X(R)" is the aggregate of all such amounts denominated in currency other than the Base Currency converted into the Base Currency using the Agent's Spot Rate of Exchange on the day such calculation is made.
1.3	Third party rights
	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
1.4	Original Facility Agreement and First Amended Facility Agreement
	(a)	The Borrower, the Security Trustee, the Initial Lender and Morgan Stanley Bank acting as agent for the Initial Lender (the " Original Agent " and, together with the Borrower, the Security Trustee and the Initial Lender, the " Original Parties ") entered into a multicurrency revolving facility agreement dated 17 February 2006 (the " Original Facility Agreement ").
	(b)	The Original Parties amended and restated the Original Facility Agreement on 20 July 2007 (the " First Amended Facility Agreement ").
	(c)	Pursuant to clause 21 of the First Amended Facility Agreement the Initial Lender, the First New Lender and the Original Agent entered into a Transfer Certificate dated on or about the date hereof (the " First Transfer Certificate ") whereby the rights and

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		obligations of the Initial Lender under the First Amended Facility Agreement were transferred to the First New Lender.
	(d)	Subsequent to the execution of the First Transfer Certificate pursuant to clause 23.10 of the First Amended Facility Agreement the Original Agent resigned as agent under the First Amended Facility Agreement and appointed in its place Morgan Stanley Principal Funding Inc (in such capacity the " Agent " and, together with the Borrower, the Security Trustee and the First New Lender, the " Parties ").
	(e)	The Parties now wish to amend and restate the First Amended Facility Agreement in the manner set out herein (the " Agreement " and the " Second Amended Facility Agreement ").
1.5	Repeating Representations
	The Borrower represents and warrants to each Finance Party in the terms of each of the Repeating Representations on the date hereof.
1.6	Conditions Precedent to the Second Amendment and Restatement
	The Borrower may not deliver a Request for Borrowing after the date of this Second Amended Facility Agreement unless the Agent has received all of the documents and other evidence listed in Part V of Schedule 2 ( Conditions Precedent ) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders, promptly upon being so satisfied.
1.7	Further Commitment Fee
	On the date hereof, the Borrower shall pay to the Agent (for the account of the Lenders) a fee of $1,500,000.

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SECTION 2

THE FACILITY

2.	THE FACILITY
2.1	The Facility
	Subject to the terms of this Agreement, the Lenders make available to the Borrower a multicurrency revolving loan facility in a maximum aggregate amount from time to time outstanding equal to the Total Maximum Credit.
2.2	Finance Parties' rights and obligations
	(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	(b)	Subject to the terms and conditions of this Agreement, during the Availability Period the Borrower may borrow, repay and reborrow hereunder, provided that , notwithstanding the foregoing, no Lender shall have any obligation to make a Loan to the Borrower in excess of its Available Credit.
	(c)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	(d)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
3.	PURPOSE
3.1	Purpose
	The Borrower shall apply all amounts borrowed by it under the Facility towards the acquisition or funding of Eligible Collateral and the purchase of Interest Rate Protection Agreements relating to such Eligible Collateral.
3.2	Monitoring
	No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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SECTION 3

LOANS

4.	CONDITIONS OF LOANS
4.1	Initial conditions precedent
	The Borrower may not deliver its initial Request for Borrowing unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 ( Conditions Precedent ) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders, promptly upon being so satisfied.
4.2	Further conditions precedent
	The Agent will only be obliged to comply with a Request for Borrowing if (i) on the Effective Date the representations and warranties made by each Obligor under each Finance Document are true in all material respects; and (ii) on any proposed Funding Date:
	(a)	the Borrower has complied with the provisions of Part II and III of Schedule 2 ( Conditions Precedent );
	(b)	the Repeating Representations to be made by the Borrower and any other representations and warranties made by an Obligor under each Finance Document (other than this Agreement) are true in all material respects and in the case of the Repeating Representations, are deemed to be made by the Borrower by reference to the facts and circumstances then existing;
	(c)	the procedures set out in Clause 5 ( Procedure for Loans ) have been complied with; and
	(d)	the Availability Period has not expired.
5.	PROCEDURE FOR LOANS
5.1	Preliminary Approval of Eligible Collateral
	In respect of any assets which the Borrower proposes to be included in the Borrowing Base and to be granted as security to the Security Trustee pursuant to the Debenture the Borrower shall:
	(a)	submit to the Agent a Preliminary Due Diligence Package for the Agent’s review and approval;
	(b)	not later than five (5) Business Days after the Agent has received a complete Preliminary Due Diligence Package, the Agent may: (i) request in the Agent's sole but good faith discretion additional information that the Agent shall specify on a Supplemental Due Diligence List; (ii) notify the Borrower of the Asset Value for the Proposed Eligible Collateral; or (iii) deny, in the Agent's sole and absolute discretion, the Borrower's request for a Loan hereunder; and
	(c)	In the event of a request for supplemental information by the Agent pursuant to paragraph (b)(i) of Clause 5.1, the Agent shall thereafter advise the Borrower in

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		accordance with paragraph (b)(ii) of Clause 5.1 or paragraph (b)(iii) not later than five (5) Business Days following receipt of the requested information;
	The Agent's failure to respond to the Borrower's request shall be deemed to be a denial of the Borrower's request for a Loan, unless otherwise agreed to between the Borrower and the Agent in writing. Nothing in this Clause 5.1 or elsewhere in this Agreement shall, or be deemed to prohibit the Agent from determining in its sole but good faith discretion the adequacy, completeness and appropriateness of or from disapproving any and all financial and other underwriting data required to be supplied by the Borrower under this Agreement.
5.2	Final Approval of Proposed Eligible Collateral
	In the event that the Agent notifies the Borrower of the Asset Value for the Proposed Eligible Collateral and the Borrower desires to obtain a Loan secured by the Proposed Eligible Collateral the Borrower shall:
	(a)	Notify the Agent of the Advance Rate selected by the Borrower with respect to such Loan which for greater certainty shall not cause the Lenders' Net Aggregate Exposure and the Lenders' Net Exposure for such Loan to exceed 80% and 85%, respectively;
	(b)	Satisfy the conditions precedent set forth in Part I and/or II, as applicable, of Schedule 2 ( Conditions Precedent ); and
	(c)	Provide the Agent, for the Agent's review, the following to the extent not otherwise included in the Preliminary Due Diligence Package:
		(i)	Environmental and Engineering . If applicable an environmental report and an engineering report, each in form and substance satisfactory to the Agent, by an engineer and environmental consultant reasonably acceptable to the Agent.
		(ii)	Appraisal . If applicable an Appraisal.
		(iii)	Insurance . With respect to Eligible Collateral that is secured on real property, certificates or other evidence of insurance demonstrating insurance coverage in respect of such real property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in the related Collateral Documents or the finance documents related to such Eligible Collateral. Such certificates or other evidence shall indicate that the lead lender on the whole loan in which the Borrower is a participant will be named as an additional insured as its interest may appear and shall contain a loss payee endorsement in favour of such additional insured with respect to the property policies required to be maintained under the related Collateral Documents.
		(iv)	Survey . With respect to the Collateral, and to the extent obtained by the Borrower from the Collateral Obligor at the origination of the underlying loan, relating thereto, a current survey of such real property in a form reasonably satisfactory to the Agent.
		(v)	Security Search Reports . Satisfactory reports of any registered security interests, tax security, judgment and litigation searches and certificate of title

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			reports and updates, as applicable, conducted by a reputable law firm reasonably acceptable to the Agent with respect to the Collateral, the Borrower and the related Collateral Obligor; such searches to be conducted in each location the Agent shall reasonably designate.
		(vi)	Security Instruments . All security instruments and documents granting, to the extent not already done so by the Debenture, to the Security Trustee a perfected first ranking security interest in the Eligible Collateral (and in or over any Interest Rate Protection Agreements held by the Borrower with respect thereto) which shall be subject to no additional security interest except as expressly permitted by the Agent. Such security instruments and documents shall contain such representations and warranties concerning the Eligible Collateral and such other terms as shall be reasonably satisfactory to the Agent.
		(vii)	Opinions of Counsel . A copy of an opinion to the underlying lender on the Eligible Collateral and its successors and assigns from counsel to the Collateral Obligor on the underlying loan transaction, as applicable, as to the enforceability of the loan documents governing such transaction and such other matters as the Agent shall require (including, without limitation, opinions as to due formation and incorporation, authority, choice of law and perfection of security interests).
		(viii)	Additional Real Property Matters . To the extent obtained by the Borrower from the Collateral Obligor relating to any item of Eligible Collateral at the origination of the underlying loan or equity interest relating thereto, the Borrower shall have delivered to the Agent such other real estate related certificates and documentation as may have been requested by the Agent pursuant to the terms of this Agreement, such as reports or certificates on title or other information in connection with the relevant real property.
		(ix)	Eligible Collateral . In the case of Eligible Collateral which represents a participation interest in a Mortgage Loan, in addition to the delivery of the items in paragraphs (vi) and (vii) of Clause 5.2, the Agent shall have received all documentation specified in paragraphs (i) and (v) of Clause 5.2 as if the underlying mortgage loan were the direct Collateral to the extent the Borrower possesses such documentation or has access to such documentation because it was provided to the related lead lender and made available to the Borrower and, in addition, all documents evidencing the Eligible Collateral, including, but not limited to, an original participation certificate and the related participation agreement.
		(x)	B Notes, Mezzanine Notes, and Preferred Equity Interests. In the case of a B Note, or Mezzanine Loan or Preferred Equity Interest, the Agent shall have received all documentation specified herein as if the underlying loan were the direct item of Collateral and, in addition, all documentation evidencing or otherwise relating to such B Note, Mezzanine Loan or Preferred Equity Interest, as applicable.

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		(xi)	CMBS. In the case of CMBS, the Agent shall have received (a) a copy of the applicable servicing agreement, trust deed, participation agreement or similar document governing the issuance and administration of the CMBS; (b) a copy of any new issue asset summary books; (c) copy of the applicable prospectus or offering memorandum; (d) to the extent that the CMBS is certificated, an original of the relevant certificate duly endorsed in blank to the Security Trustee; (e) to the extent that the CMBS is not certificated, all documents requested by the Agent to confirm that the CMBS is being held in an appropriate security account or such other evidence of confirmation of the sale to the Agent as the Agent shall require; and (f) a copy of any other agreement or instrument evidencing or otherwise governing the CMBS.
		(xii)	Other Documents . The Agent shall have received such other documents as the Agent or its counsel shall request with respect to each or any item of Eligible Collateral.
5.3	Collateral Approval or Disapproval
	Following the date upon which the Borrower satisfied the conditions set out in Clause 5.2, or has delivered such items or documents fully executed, if applicable, in final form, the Agent shall either:
	(a)	if the Collateral Documents with respect to the Collateral or the security interest to be granted over such Collateral in favour of the Security Trustee are not reasonably satisfactory in form and substance to the Agent, notify the Borrower that the Lender has not approved the Proposed Eligible Collateral; or
	(b)	notify the Borrower and the Custodian that the Agent has approved the Proposed Eligible Collateral as Eligible Collateral and such notice shall identify the documents to be delivered to the Custodian in connection with such Eligible Collateral pursuant to Clause 5.2 ( Final Approval of Proposed Eligible Collateral ) and Part II and Part III of Schedule 2 ( Conditions Precedent ) and the party whom the Agent shall designate to record or register and/or file, as the case may be, any security interest or any document or agreement evidencing such security interest necessary to perfect the Security Trustee's security interest in the Eligible Collateral.
	The terms of delivery and filing and/or recordation or registration of such security interest shall if the Agent and the Security Trustee deem it necessary to do so be set forth in a separate agreement between the Agent, the Security Trustee and their designee. The Agent’s failure to respond to the Borrower within two (2) Business Days shall be deemed to be a denial of the Borrower’s request that the Agent approve the Proposed Eligible Collateral, unless the Agent and the Borrower have agreed otherwise in writing.
5.4	Procedure for Loan with Respect to Eligible Collateral
	Once the Agent has approved the Eligible Collateral in accordance with Clause 5.3 ( Collateral Approval or Disapproval ) above the Borrower may request a Loan hereunder, on any Business Day during the period from and including the Effective Date to and including the day falling fifteen (15) Business Days prior to the Termination Date, by delivering to the Agent, with a

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	copy to the Security Trustee, a Request for Borrowing, which request must be received by the Agent prior to 2:00 p.m., London time, one (1) Business Day prior to the requested Funding Date provided that if the Borrower requests a Loan to be made in Yen, then the Borrower shall deliver the Request for Borrowing no later than two (2) Business Days prior to the requested Funding Date.
5.5	Completion of Request for Borrowing
	The Request for Borrowing shall:
	(a)	attach a schedule identifying the Eligible Collateral that the Borrower proposes to grant by way of security to the Security Trustee and to be included in the Borrowing Base;
	(b)	specify the Funding Date;
	(c)	specify the Advance Rate selected by the Borrower, which in no event shall cause: (i) the Lenders' Net Aggregate Exposure to exceed 80%; and (ii) the Lenders' Net Exposure for such Loan to exceed 85%;
	(d)	specify the Applicable Margin;
	(e)	specify the account into which the aggregate amount of the Loan will be transferred;
	(f)	specify the currency and amount of the Loan in order to comply with Clause 6 ( Optional Currencies ); and
	(g)	attach a certificate signed by a Responsible Officer of the Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that the Borrower is in compliance with any requirements of any Governmental Authority and is qualified to do business in all required jurisdictions.
	Contemporaneously with the delivery of Request for Borrowing the Borrower shall deliver to the Agent, with a copy to the Custodian, a Custodial Identification Certificate along with the accompanying Collateral Schedule with respect to all proposed Eligible Collateral. In the event the Borrower revokes the Request for Borrowing delivered to the Agent, the Borrower shall be liable to pay, no later than one (1) Business Day after written request from the Agent, and hereby agrees to indemnify and hold the Agent and the Lenders harmless from and against, all losses, costs and expenses incurred by the Agent or the Lenders in connection with the revocation of such Request for Borrowing.
5.6	Delivery of Collateral Files and Finance Documents.
	In connection with the approval of the Eligible Collateral and the delivery of a Request for Borrowing the Borrower shall comply with the following requirements,
	(a)	The Borrower shall deliver the Collateral Files in the following manner:
		(i)	in the case of Eligible Collateral that is not Table Funded Eligible Collateral, the Borrower shall deliver to the Custodian no later than 3:00 p.m., London time, two (2) Business Days prior to the Funding Date all fully executed original or

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			copy documents and instruments required by the Agent to comprise the Collateral File; and
		(ii)	in the case of Table Funded Eligible Collateral, the Borrower shall deliver to the Custodian no later than three (3) Business Days after the Funding Date all fully executed original or copy documents and instruments required by the Agent to comprise the Collateral File.

	(b)	No later than 5:00 p.m., London time, one (1) Business Day prior to each Funding Date, the Borrower shall provide the Custodian with a final Custodial Identification Certificate and related Collateral Schedule with respect to the Eligible Collateral, indicating any changes, if any, from the Custodial Identification Certificate and related Collateral Schedule heretofore delivered to the Agent and the Custodian pursuant to Clause 5.5 ( Completion of Request for Borrowing ) above.
	(c)	If the Borrower shall deliver the Request for a Borrowing pursuant to Clause 5.4 ( Procedure for Loan with respect to Eligible Collateral ) and all conditions precedent set forth in Clauses 5.1 ( Preliminary Approval of Eligible Collateral ), 5.2 ( Final Approval of Proposed Eligible Collateral ), 5.3 ( Collateral Approval or Disapproval ), 5.4 ( Procedure for Loan with respect to Eligible Collateral ) and Parts I and II of Schedule 2 ( Conditions Precedent ) have been met, and provided no Default or Event of Default shall have occurred and be continuing, the Agent shall advise the Lender(s) and the Lender(s) shall make a Loan to the Borrower on the Funding Date, in the amount so requested and approved by the Agent.
	(d)	Subject to the satisfaction of the conditions set out in this Clause 5 and to the provisions of Schedule 2 Parts I and II, a Loan will be made available to the Borrower on the Funding Date by no later then 3:00 p.m., London time, on such date, and the funds comprised in such Loan will then be made available to the Borrower by the Lender transferring, via wire transfer, to the relevant account identified by the Borrower in the related Request for Borrowing in the aggregate amount of such Loan in funds immediately available to the Borrower. The Agent may consider on a case-by-case basis in its sole and absolute discretion, alternative funding arrangements requested by the Borrower.
	(e)	From time to time, the Borrower shall forward to the Custodian additional original documents or additional documents evidencing any: (i) assumption, modification, consolidation or extension of a Collateral Loan Document comprising a portion of the Collateral; or (ii) any amendment to the operative documents with respect to Other Approved Collateral, in each case approved by the Agent in accordance with the terms of this Agreement and upon receipt of any such other documents, the Custodian shall hold such other documents as the Agent shall request from time to time.
	(f)	With respect to any documents which have been delivered or are being delivered to recording or registration offices for recording or registration and have not been returned to the Borrower in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Borrower shall deliver to

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		the Custodian a true copy thereof with a certificate of a Responsible Officer of the Borrower certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The Borrower shall deliver such original documents to the Custodian promptly when they are received.
	(g)	Notwithstanding anything in this Agreement to the contrary, if the Borrower proposes that Other Approved Collateral should serve as the Collateral for a Loan, then the procedure for the approval of such Other Approved Collateral, shall follow, mutatis mutandis , the procedures described in Clauses 5.1 ( Preliminary Approval of Eligible Collateral ), 5.2 ( Final Approval of Proposed Eligible Collateral ), 5.3 ( Collateral Approval or Disapproval ), paragraphs (a) - (d), (f) and (g) of this Clause 5.6 and such other procedures including those set out in Schedule 2 Part III as the Agent shall in its sole discretion require.
5.7	Lenders' participation
	(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Funding Date through its Facility Office.
	(b)	The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Credit to the Total Maximum Credit immediately prior to making the Loan.
	(c)	The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case on or about 11:00 am London time.
6.	OPTIONAL CURRENCIES
6.1	Selection of currency
	The Borrower shall select the currency and amount of a loan in a Request for Borrowing.
6.2	Currency and amount
	The currency specified in a Request for Borrowing shall be any Optional Currency but not dollars.
6.3	Unavailability of a currency
	If on the Funding Date:
	(a)	a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or
	(b)	a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,
	the Agent will give notice to the Borrower to that effect on the Funding Date. In this event, any Lender that gives notice pursuant to this Clause 6.3 will be required to participate in the Loan in the Base Currency, Yen, sterling or euros as the relevant Lender may select in an

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	amount equal to that Lender's proportionate amount of the proposed Loan converted to the selected currency at the Agent's Spot Rate of Exchange for the purchase of the requested optional currency at or around 11:00 am (London time) on the relevant Funding Date. Such Lender's participation will be treated as a separate Loan denominated in the Base Currency, Yen, sterling or euros as the Lender may indicate during the relevant Interest Period.
6.4	Participation in a Loan
	Each Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.7 ( Lenders' participation ).

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SECTION 4

REPAYMENT, PRE-PAYMENT AND CANCELLATION,

MANDATORY REPAYMENT OR PLEDGE

7.	REPAYMENT
	The Borrower shall repay the aggregate outstanding principal amount of the Loans and all accrued and unpaid interest thereon on the Termination Date.
8.	REPAYMENT, PRE-PAYMENT AND CANCELLATION
8.1	Illegality
	If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:
	(a)	the Lender shall promptly notify the Agent upon becoming aware of that event;
	(b)	upon the Agent notifying the Borrower, the relevant Loan of that Lender will be immediately cancelled; and
	(c)	the Borrower shall repay that Lender's participation in the relevant Loan made to the Borrower on the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).
8.2	Voluntary pre-payment of Loans
	The Borrower may, if it gives the Agent not less than two (2) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of such Loan by a minimum amount of $100,000), provided that any such pre-payment shall be accompanied by an amount representing any accrued but unpaid amounts due under the Finance Documents, and the Exit Fee, if applicable.
8.3	Mandatory Pre-Payment or granting of further security to the Security Trustee
	(a)	Pre-Payment or granting of further security on Borrowing Base Deficiency
		The Agent may determine and re-determine the Borrowing Base on any Business Day and on as many Business Days as it may elect. If at any time the Base Currency amount of the aggregate outstanding principal amount of the Loans exceeds the Borrowing Base (a " Borrowing Base Deficiency "), as determined by the Agent and notified to the Borrower on any Business Day, the Borrower shall, not later than one (1) Business Day after receipt of such notice, either prepay the Loans in part or in whole or grant to the Security Trustee by way of security for the Secured Obligations such additional Eligible Collateral (which Eligible Collateral shall be in all respects acceptable to the Agent in accordance with the provisions of this Agreement) such that after giving effect to such pre-payment or the granting of such security that the aggregate outstanding principal amount of the Loans will not exceed the Borrowing Base.

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	(b)	Pre-payment on event of default relating to the Collateral
		If at any time under any Collateral Document evidencing Collateral: (i) there is an " Event of Default " (as defined in the applicable documents in the Collateral File), or event with which the giving of notice or lapse of time or both would become an " Event of Default " (as defined in the applicable documents in the Collateral File); or (ii) any representation or warranty made by or on behalf of the relevant Collateral Obligor becomes false or misleading in any material respect; or (iii) the relevant Collateral Obligor or person fails to perform or observe any material covenant or other obligation, the Agent may, in its sole discretion and without regard to any determination of the Asset Value of such Collateral, notify the Borrower of such occurrence and may require that the Asset-Specific Loan Balance related to the relevant Collateral be prepaid, in whole or in part, in the determination of the Lender; provided, however, the Borrower may reallocate the Asset-Specific Loan Balance relating to the relevant Collateral to other Collateral securing the Loans (if applicable) to the extent consistent with the terms of this Agreement, and the Borrower shall only be required to prepay that portion of such Asset-Specific Loan Balance to the extent such reallocation would cause a Borrowing Base Deficiency. Not later than one (1) Business Day after the receipt of such notice, the Borrower shall prepay such portion of the Asset-Specific Loan Balance related to such Collateral as shall have been required by the Agent. The Agent may, in its sole discretion, determine and re-determine the amount to be prepaid irrespective of whether or not any statement of fact contained in any officer’s certificate delivered pursuant to paragraph (g) of Clause 5.5 ( Completion of Request for Borrowing ) or any representation or warranty of the Borrower set forth in Clause 17.16 ( True and Complete Disclosure ) was true to the Borrower’s actual knowledge.
	(c)	Pre-payment, Amortisation
		The Borrower shall utilise all Principal Receipts in pre-paying the relevant Loan or Loans related to the Eligible Collateral from which such Principal Receipts have arisen and in any event shall strictly comply with the provisions of Clause 19.19 ( Remittance of Pre-payments ).
	(d)	Re-payment, General
		With respect to any item of Collateral, the Borrower shall pre-pay to the Agent an amount equal to the amount of casualty or condemnation proceeds (if any) paid to, or for the benefit of, the Borrower or any Collateral Obligor in respect of such item of Collateral that is destroyed to the extent that the Borrower is not required under the underlying collateral documents with the Collateral Obligor to reserve, escrow, re-advance or apply such proceeds for the benefit of such Collateral Obligor or the underlying collateral. So long as no Default or Event of Default has occurred and is then continuing, such amounts paid to the Agent shall be applied in reduction of the Asset-Specific Loan Balance relating to such item of Collateral. Each voluntary pre-payment received during the continuation of any Default or Event of Default hereunder shall be applied in accordance with provisions contained in Clause 15 of the Debenture.

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8.4