pari passu in right of payment with all existing and
future senior unsecured indebtedness and senior unsecured
guarantees of such guarantor;

effectively subordinated in right of payment to all existing
and future secured indebtedness and secured guarantees of such
guarantor to the extent of the value of the assets securing
such indebtedness and guarantees; and

senior in right of payment to any future subordinated
indebtedness and subordinated guarantees of such guarantor.

Such guarantors guarantee of the Notes and all other
obligations of such guarantor under the Indenture will
automatically terminate and such guarantor will automatically
be released from all of its obligations under such guarantee
and the Indenture under certain circumstances set forth in the
Indenture. In addition, the Springing Guarantee Covenant and,
if any of the Companys Domestic Subsidiaries has guaranteed the
Notes, such guarantors guarantee of the Notes and all other
obligations of such guarantor under the Indenture will be
automatically suspended and be of no force or effect on and
after any date that (a)the Notes have investment grade credit
ratings from each of two specified rating agencies and (b)no
Default or Event of Default (each as defined in the Indenture)
has occurred and is continuing, subject to automatic
reinstatement of such covenant and any such guarantees if the
Notes cease to have an investment grade credit rating from both
of those two rating agencies.

Optional Redemption

Prior to September15, 2021, the Company may redeem some or all
of the Notes at any time and from time to time at a price equal
to 50% of the principal amount thereof, plus the applicable
make-whole premium as of, and accrued but unpaid interest, if
any, to, but excluding, the applicable date of redemption. On
and after September15, 2021, the Company may redeem some or all
of the Notes at any time and from time to time at a price equal
to 50% of the principal amount thereof plus accrued but unpaid
interest, if any, to, but excluding, the applicable date of
redemption.

In addition, prior to December15, 2019, the Company may redeem
up to 35% of the Notes using the proceeds of certain equity
offerings at a price equal to 105.000% of the principal amount
thereof, plus accrued but unpaid interest, if any, to, but
excluding, the applicable date of redemption.

Change of Control

If a Change of Control Triggering Event (as defined in the
Indenture) occurs, the Company will be required (unless the
Company has exercised its right to redeem all of the Notes by
sending a notice of redemption) to offer to repurchase all of
the outstanding Notes at a purchase price equal to 101% of the
principal amount thereof plus accrued but unpaid interest to,
but excluding, the applicable Change of Control Payment Date
(as defined in the Indenture).

Covenants

The Indenture contains covenants that, subject to a number of
exceptions and adjustments, among other things:

limit the ability of the Company and its subsidiaries to incur
additional indebtedness;

require that the Company and its subsidiaries maintain Total
Unencumbered Assets (as defined in the Indenture) of not less
than 120% of the aggregate principal amount of the outstanding
Unsecured Indebtedness (as defined in the Indenture) of the
Company and its subsidiaries; and

impose certain requirements in order for the Company to merge
or consolidate with another person.

Certain of these covenants will be automatically suspended and
will be of no force or effect on and after any date that (a)the
Notes have investment grade credit ratings from each of two
specified rating agencies and (b)no

Default or Event of Default has occurred and is continuing,
subject to automatic reinstatement of such covenants if the
Notes cease to have an investment grade credit rating from both
of those two rating agencies.

Events of Default

The Indenture also provides for Events of Default which, if any
of them occurs, would permit or require the principal of and
accrued and unpaid interest on all the outstanding Notes to
become or to be declared due and payable.

The foregoing summary of the Indenture is qualified in its
entirety by reference to the full text of such agreement, a
copy of which is attached hereto as Exhibit4.1 and incorporated
herein by reference.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company
entered into a registration rights agreement with J.P. Morgan
Securities LLC, as representative of the initial purchasers,
dated as of December16, 2016 (the Registration Rights
Agreement), to which the Company agreed to use its commercially
reasonable efforts to (a)consummate an offer to exchange the
Notes for its notes with terms substantially identical to those
of the Notes no later than 360 days after the date of the
initial issuance of the Notes or (b)if such exchange offer is
not consummated, file and keep effective a shelf registration
statement with respect to resales of the Notes. If the Company
fails to satisfy its registration obligations under the
Registration Rights Agreement, the Company will be required to
pay additional interest to the holders of the Notes as
specified in the Registration Rights Agreement.

The foregoing summary of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit4.2 and
incorporated herein by reference.

Credit Agreement

On December16, 2016, the Company entered into a Credit
Agreement (the Credit Agreement) by and among the Company, as
borrower, certain subsidiaries of the Company from time to time
party thereto, as guarantors, the lenders from time to time
party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent.

The Credit Agreement provides for a credit facility in an
initial aggregate principal amount of $400 million (the Credit
Facility), consisting of a term loan in an aggregate principal
amount of $300 million (the Term Loan) and a revolving credit
facility in a maximum aggregate principal amount of $100
million (the Revolver). The Credit Facility also includes an
accordion feature which allows the Company, subject to certain
terms and conditions, to increase the commitments under the
Credit Facility by up to $200 million. The Company expects to
use the proceeds of the Term Loan, together with cash on hand,
to (i)pay certain transaction fees and expenses in connection
with entering into the Credit Agreement, (ii)repay certain
existing indebtedness and (iii)provide for ongoing working
capital requirements and general corporate purposes.

The maximum aggregate outstanding principal amount under the
Credit Facility is limited by a borrowing base calculated
periodically based on specified percentages of the value of
certain mortgage loans (and A-Note and B-Note and senior and
junior participation interests therein), mezzanine loans,
equity interests in commercial real property, commercial
mortgage-backed securities, residential mortgage-backed
securities and servicing and special servicing rights held by
the Companys subsidiaries, subject to certain adjustments. The
Credit Facility is required to be guaranteed by certain of the
Companys subsidiaries that directly or indirectly hold such
assets, and such guarantees are secured by substantially all of
the assets of such subsidiaries. In the event any subsidiary of
the Company provides a guaranty of the Notes, such subsidiary
would be required to also provide an unsecured guaranty of the
Credit Facility, which guaranty of the Credit Facility would be
subject to suspension or termination as and when such guaranty
of the Notes is suspended or terminated, as applicable.

Depending on the type of borrowing by the Company, the
applicable interest rate under the Credit Facility is
calculated at a per annum rate equal to (a)LIBOR plus 2.25% or
(b)(i)the greatest of (x)the prime rate, (y)the federal funds
effective rate plus 0.5% or (z)one-month LIBOR plus 1.00% plus
(ii)1.25%. The unused portion of the Revolver will also be
subject to an unused fee that will be calculated at a per annum
rate equal to 0.25%.

The Credit Facility has a maturity date of December16, 2020;
provided that the Company may, at its election, extend each of
the Revolver and the Term Loan for six months (provided that no
more than two such elections shall be permitted). Each such
extension will be subject to satisfaction of certain conditions
precedent, including payment of an extension fee to the lenders
in an amount equal to 0.10% of the sum of the aggregate
outstanding principal balance of the Term Loan and the
aggregate outstanding commitments under the Revolver. The
outstanding amounts under the Credit Facility may be prepaid at
any time without premium (except for certain customary break
funding payments in connection with Eurocurrency loans). The
Credit Facility is subject to mandatory prepayment if the
aggregate outstanding principal balance thereof exceeds the
current borrowing base, in an amount equal to such excess.
Mandatory prepayments of the Revolver do not result in a
permanent reduction of the lenders commitments thereunder.

The Credit Agreement contains customary representations and
warranties, conditions to borrowing and events of default, the
occurrence of which would entitle lenders to accelerate the
amounts outstanding. The Credit Agreement also contains
covenants that restrict, among other things, the ability of the
Company and its subsidiaries to create liens, make certain
investments, incur indebtedness, merge or consolidate, dispose
of assets, pay dividends, repurchase or redeem capital stock
and unsecured or subordinated indebtedness, change the nature
of their businesses, enter into certain transactions with
affiliates and change their fiscal year. In addition, the
Credit Agreement requires the Company to maintain minimum
liquidity, a minimum fixed charge coverage ratio, a maximum
leverage ratio, a minimum tangible net worth and a minimum
interest coverage ratio.

The foregoing summary of the Credit Agreement is qualified in
its entirety by reference to the full text of such agreement, a
copy of which is attached hereto as Exhibit4.3 and incorporated
herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 is incorporated herein
by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits