Common use of INITIATION; CONFIRMATION; TERMINATION; FEES Clause in Contracts

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made made, from time to time, in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a monetary or material non-monetary Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgmentjudgment and in a manner consistent with Buyer’s other master repurchase facilities for comparable assets, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten five (105) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten five (105) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary Seller or as directed by Seller in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Sellerwriting.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Each Seller may, from time to timetime during the Revolving Period, submit to request that Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes one or more Mortgage Loans proposed to be included as Collateral sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Packageno obligation to agree to enter into, Buyer shall have the right or to requestenter into, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loanany Transaction, to the extent necessary for Buyer’s underwriting of such Eligible purchase any Mortgage Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer its representatives shall have the right to review all Eligible Mortgage Loans proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Eligible Loans Mortgage Loans, pursuant to Section 20, as Buyer reasonably determinesdetermines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, that it shall or whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to exceed the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerFacility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Each Seller may, from time to timetime during the Revolving Period, submit to request that Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes one or more Mortgage Loans proposed to be included as Collateral sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Xxxxx to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Packageno obligation to agree to enter into, Buyer shall have the right or to requestenter into, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loanany Transaction, to the extent necessary for Buyer’s underwriting of such Eligible purchase any Mortgage Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer its representatives shall have the right to review all Eligible Mortgage Loans proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Eligible Loans Mortgage Loans, pursuant to Section 20, as Buyer reasonably determinesdetermines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, that it shall or whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to exceed the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerFacility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after during the thirty (30) day period immediately prior to the Facility Availability PeriodExpiration Date. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for the Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package Request and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject On or after the date hereof and prior to the Repurchase Date and subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at entering into any time for all Transactions Transaction shall not exceed the Facility Amount be in Buyer’s sole and (ii) absolute discretion. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall not have any obligation to enter into Transactions with inform Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction its determination with respect to any Eligible Loan that Seller proposes assets proposed to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, sold to Buyer shall have the right to request, by Seller solely in Buyer’s good faith business judgment, additional diligence materials and deliveries accordance with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writingExhibit IX attached hereto. Buyer shall have the right to review all Eligible Loans Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans Assets as Buyer reasonably determines. Upon receipt of all Diligence Materials, Buyer shall complete its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by Seller, such determination to be made no later than ten (10) Business days from Buyer’s receipt of the Diligence Materials. Any failure by Buyer to respond within ten (10) Business Day shall constitute a refusal to purchase the Eligible Asset(s). On the Purchase Date for the Transaction which shall occur no later than forty-five (45) calendar days (or such longer period as may be on a date mutually agreed upon by between Buyer and Seller Seller) following the date of the approval of an Eligible Loan Asset by BuyerBuyer in accordance with Exhibit IX hereto, the Purchased Loan Assets shall be transferred to Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon designated by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject Seller may prior to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller mayTermination Date, from time to timetime request that Administrative Agent, submit to Buyer a Transaction Requeston behalf of Buyers, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of one or more New Assets by submitting a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days which approval shall be deemed in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to be a denial the contrary herein, Administrative Agent, on behalf of Seller’s request Buyers, shall have no obligation to consider for a Transactionpurchase any New Asset if, unless Buyer immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and Seller have agreed otherwise in writing. Buyer their respective representatives shall have the right to review all Eligible Loans New Assets proposed to be sold to Buyer Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such Eligible Loans New Assets as Buyer reasonably determinesAdministrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Buyer Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of Buyers, shall be entitled to make a determinationdetermine, in its sole discretiondiscretion exercised in good faith, that it shall whether a New Asset qualifies as an Eligible Asset or shall not purchase whether to reject any or all of the Eligible Loans New Asset proposed to be sold to Buyer Administrative Agent, on behalf of Buyers, by Seller. On the Purchase Date for the Transaction , and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on a date mutually agreed upon by Buyer and Seller following the approval behalf of an Eligible Loan by BuyerBuyers, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary exercised in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Sellergood faith.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject On or after the Initial Commitment Commencement Date and prior to the Commitment Expiration Date and subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement one or more proposals to enter into a Transaction shall may be made in writing at the initiation of requested by Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase of the Repurchase Prices (excluding Other Price at any time Components) for all Transactions purchased hereunder and outstanding at any one time (i.e., which shall not then have not been repurchased by Seller) shall not exceed the Facility Amount Amount. Seller shall give Buyer written notice of each proposed Transaction and (ii) Buyer shall not have inform Seller of its determination with respect to any obligation assets proposed to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit be sold to Buyer a Transaction Request, by Seller solely in the form of accordance with Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determinesdetermines in good faith. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold Within five (5) Business Days after Seller’s certification to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and that Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred has delivered to Buyer against all Diligence Materials and other required documentation with respect to any Loan(s) Seller requests Buyer to consider for purchase under the transfer terms of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Buyer agrees to provide Seller with Buyer’s determination of the completeness of the Diligence Materials including Buyer’s request of any additional or missing documentation with respect to such Loan(s), if any. Seller shall have provide Buyer with any such additional or missing documentation within three (3) Business Days after request thereof (“Additional Submission”), and Buyer agrees to provide Seller with confirmation of the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for completeness of such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.documentation (or notice of such missing or

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and Amount, (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after during the thirty (30) day period immediately prior to the Facility Availability PeriodExpiration Date, and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for the Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package Request and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject On or after the Initial Purchase Date and prior to the Repurchase Date and subject to the terms and conditions set forth in this Agreement (including, without limitation, the “"Transaction Conditions Precedent” " specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Repurchase Price at any time (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount Maximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and (ii) Buyer shall not have inform Seller of its determination with respect to any obligation assets proposed to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit be sold to Buyer a Transaction Request, by Seller solely in the form of accordance with Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer determines. Upon receipt of all Diligence Materials and other reasonably determinesrequired documentation, Buyer shall complete its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by SellerSeller and Buyer's failure to make such a determination shall constitute a refusal to purchase the Eligible Loan(s). On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller not less than three (3) Business Days following the approval of an Eligible Loan by BuyerBuyer in accordance with Exhibit VIII hereto, the Purchased Loan Loans shall be transferred to Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account of designated by Seller. Notwithstanding anything To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Loan which is an Eligible Loan of the contrary type described in clause (iv) of the definition thereof (i.e., such Eligible Loan does not satisfy the characteristics described in clauses (i)-(iii) of the definition thereof), then such loan shall be deemed to be an Eligible Loan for all purposes of this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) 2.1 Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) 2.2 of this Agreement)) the Buyers shall from time to time separately enter into Transactions with Seller on any Business Day from and including the Effective Date to but excluding the Termination Date and pursuant to any such Transaction, an Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that the aggregate Repurchase Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) . Seller shall give the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed Buyer written notice of each proposed Transaction and the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with inform Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction their determination with respect to any Eligible Loan that Seller proposes assets proposed to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect sold to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible LoanBuyer by Seller solely in accordance with Exhibit VII attached hereto. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. The Buyer shall have the right to review all Eligible Loans proposed to be sold to the Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as the Buyer reasonably determines. The Buyer shall be entitled to make a determination, in its sole discretion, that it shall or they shall not purchase any or all of the Eligible Loans New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be on a date mutually agreed upon by Buyer and no later than fifteen (15) days after Seller following has received the notice of approval of an Eligible Loan the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Loan Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything On each Subsequent Purchase Date, which shall be no less than two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the contrary account of Seller all or the portion of the Contingent Purchase Price requested in this Agreementsuch Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, Seller such Confirmation shall have supercede any previous confirmation executed and delivered in respect of the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Sellerrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject Seller may prior to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller mayTermination Date, from time to time, submit to time request that Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon one or more New Assets by submitting a Preliminary Due Diligence Package for Buyer’s receipt of a complete Due Diligence Packagereview and approval, which approval shall be in Buyer’s sole discretion. Notwithstanding anything to the contrary herein, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting purchase of such Eligible LoanNew Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer its representatives shall have the right to review all Eligible Loans New Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans New Assets as Buyer reasonably determinesdetermines is necessary in Buyer’s sole discretion, including, without limitation, any applicable lender licensee requirements with respect to any New Asset. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Buyer shall be entitled to make a determinationdetermine, in its sole discretion, that it shall whether a New Asset qualifies as an Eligible Asset or shall not purchase whether to reject any or all of the Eligible Loans New Asset proposed to be sold to Buyer by Seller. On Notwithstanding anything in this Agreement to the Purchase Date contrary, prior to Seller requesting Buyer enter into a Transaction (or, for the Transaction which avoidance of doubt, Buyer entering into any Transaction) with respect to one or more New Assets that consist of any Mezzanine Loan or Mezzanine Loans, Buyer shall be on a date mutually agreed upon by Buyer receive an opinion of counsel in form and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred substance satisfactory to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything as to the contrary in this Agreement, Seller shall have safe harbor treatment for “securities contracts” and “master netting agreements” under the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerBankruptcy Code covering mezzanine loans.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “"Transaction Conditions Precedent” " specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Repurchase Price at any time (excluding the Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the occurrence and during Business Day prior to the continuance three year anniversary date of a Default or an Event the date of Default or after the Facility Availability PeriodAgreement. Seller may, from time shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to time, submit any assets proposed to be sold to Buyer a Transaction Request, by Seller solely in the form of accordance with Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans and Eligible Securities proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities as Buyer reasonably determines. Buyer shall be entitled to make a determination, in the exercise of its sole discretiongood faith business judgment, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by Buyerthe Buyer in accordance with Exhibit VIII hereto, the Purchased Loan Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” Precedent specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Repurchase Price at any time (excluding accrued Price Differential) with respect to the Purchased Assets as of the date of determination for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the occurrence and during date (the continuance of a Default or an Event of Default or after “Outside Purchase Date”) which is six (6) months prior to the Facility Availability PeriodRepurchase Date (as same may be extended). Seller may, from time shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to time, submit any assets proposed to be sold to Buyer a Transaction Request, by Seller solely in the form of accordance with Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans Assets as Buyer reasonably determines. Buyer shall be entitled to make a determination, in the exercise of its sole discretiongood faith business judgment, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by Seller. It shall be an additional condition precedent to any Transaction that all Eligible Assets sold to Buyer in Transactions will comply with the conditions set forth on Schedule I attached to this Agreement. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan Asset by BuyerBuyer in accordance with Exhibit VIII hereto, the each Purchased Loan Asset shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, including the “Facility Conditions Precedent and Transaction Conditions Precedent” Precedent specified in Section 3(bSections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of any Seller as provided below; provided, however, that (i) the aggregate of the Repurchase Price for the subject Transaction when added to the Repurchase Prices of all then outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after in effect on the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability PeriodInitial Purchase Date for such Transaction. Any Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached heretohereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into a the initial Transaction with respect to any Eligible Loan that such Seller proposes to be included as Collateral sell to Buyer under this Agreement. Upon Buyer’s receipt of a complete the Transaction Request and initial Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts endeavor to within ten twenty (1020) Business Days and following receipt of internal credit approval, either (i) notify such Seller of the Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Loan or (ii) deny such Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to such Seller within ten twenty (1020) Business Days shall be deemed to be a denial of such Seller’s request for a Transaction, unless Buyer and such Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans each Loan proposed to be sold to Buyer in any initial Transaction with respect thereto, request additional diligence materials and deliveries from the applicable Seller and to conduct its own due diligence investigation of such Eligible Loans Loan as Buyer reasonably determinesdetermines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Loan proposed to be sold to Buyer by such Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion, discretion that it shall or shall not purchase any or all of the Eligible Loans Loan proposed to be sold to Buyer by any Seller. On the Initial Purchase Date for the Transaction Transaction, which shall be on a date mutually agreed upon by Buyer and Seller not less than three (3) Business Days following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Initial Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerFunding Account.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Facility Conditions Precedent and Transaction Conditions Precedent” Precedent specified in Section 3(bSections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate of the Maximum Repurchase Price for the subject Transaction when added to the Maximum Repurchase Prices of all then outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after during the thirty (30) day period immediately prior to the Facility Availability PeriodExpiration Date (other than Subsequent Purchases during such thirty (30) day period, if applicable). Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached heretohereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into a the initial Transaction with respect to any Eligible Mortgage Loan that Seller proposes to be included as Collateral sell to Buyer under this Agreement. Upon Buyer’s receipt of a complete the Transaction Request and initial Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts endeavor to within ten five (105) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Maximum Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Mortgage Loan or (ii) deny Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to Seller within ten five (105) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans each Mortgage Loan proposed to be sold to Buyer in any Transaction Transaction, request additional diligence materials and deliveries from Seller and to conduct its own due diligence investigation of such Eligible Loans Mortgage Loan as Buyer reasonably determinesdetermines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Mortgage Loan proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion, discretion that it shall or shall not purchase any or all of the Eligible Loans Mortgage Loan proposed to be sold to Buyer by Seller. On the Initial Purchase Date for the Transaction Transaction, which shall be on a date mutually agreed upon by Buyer and Seller not less than two (2) Business Days following the approval of an Eligible Mortgage Loan by Buyer, the Purchased Mortgage Loan shall be transferred to Buyer or Custodian against the transfer of the Initial Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerFunding Account.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject On or after the date hereof and subject to the terms and conditions set forth in this Agreement (including, without limitation, the “"Transaction Conditions Precedent” " specified in Section 3(b2(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) entering into any Transaction shall be in Buyer's sole and absolute discretion and that the aggregate outstanding Outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount Maximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and (ii) Buyer shall not have any obligation to enter into Transactions with inform Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction its determination with respect to any Eligible Loan that Seller proposes assets proposed to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, sold to Buyer shall have the right to request, by Seller solely in Buyer’s good faith business judgment, additional diligence materials and deliveries accordance with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writingExhibit X attached hereto. Buyer shall have the right to review all Eligible Loans Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans Assets as Buyer reasonably determines. The expenses of any such due diligence review shall be paid in accordance with Section 20 of this Agreement. Upon receipt of all Diligence Materials and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by Seller, such determination to be made in accordance with Exhibit X attached hereto. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller not less than one (1) Business Day following the approval of an Eligible Loan Asset by BuyerBuyer in accordance with Exhibit X hereto, the Purchased Loan Assets shall be transferred to Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account of designated by Seller. Notwithstanding anything To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Asset which is an Eligible Asset of the contrary type described in clause (ii) of the definition thereof (i.e., such Eligible Asset does not satisfy the characteristics described in clause (i) of the definition thereof), then such asset shall be deemed to be an Eligible Asset for all purposes of this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “"Transaction Conditions Precedent” " specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Repurchase Price at any time (excluding the Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the occurrence and Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give Buyer written notice of each proposed Transaction, including (x) designation of any assets during the continuance CDO Ramp-Up Period as CDO Eligible Assets or Non-CDO Eligible Assets and (y) with respect to any CDO Eligible Assets during the CDO Ramp-Up Period, Seller's election of a Default the Original Purchase Percentage as defined for such asset (i.e., an Original Purchase Percentage equal to 77% or as specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement); provided, that, with respect to any CDO Eligible Asset during the CDO Ramp-Up Period, if Seller elects an Event Original Purchase Percentage equal to 77% instead of Default the "Original Purchase Percentage" specified for the applicable Rating Category or after Collateral Type Grouping in Schedule I attached to this Agreement, then Seller shall be obligated to meet the Facility Availability Periodrequirements set forth in Section 12(r) of this Agreement. Any assets designated as CDO Eligible Assets by Seller may, from time shall conform (in approximate terms as acceptable to time, submit Buyer) to the parameters set forth in Schedule II attached to this Agreement. Buyer shall inform Seller of Buyer's determination with respect to any assets proposed to be sold to Buyer a Transaction Request, by Seller solely in the form of accordance with Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans and Eligible Securities proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities as Buyer reasonably determines. Buyer shall be entitled to make a determination, in the exercise of its sole discretiongood faith business judgment, that it shall or shall not purchase any or all of the Eligible Loans assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by Buyerthe Buyer in accordance with Exhibit VIII hereto, the Purchased Loan Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Each Seller may, from time to timetime during the Revolving Period, submit to request that Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes one or more Mortgage Loans proposed to be included as Collateral under this Agreementsold to Buyer by such Seller. Upon Buyer’s receipt of Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan and, if applicable, a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of request that the Purchase Price be remitted to the Disbursement Account (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Xxxxx to enter into Transactions with either Seller but rather sets forth the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed procedures to be a denial of used in connection with periodic requests for Buyer to enter into Transactions with each Seller’s request for a . Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, unless to purchase any Mortgage Loan. Buyer and Seller have agreed otherwise in writing. Buyer its representatives shall have the right to review all Eligible Mortgage Loans proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Eligible Loans Mortgage Loans, pursuant to Section 20, as Buyer reasonably determinesdetermines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, that it shall or whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to exceed the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and SellerFacility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) 2.1 Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) 2.2 of this Agreement)) the Buyers shall from time to time separately enter into Transactions with Seller on any Business Day from and including the Closing Date to but excluding the Termination Date and pursuant to any such Transaction, an Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) . Seller shall give the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed Buyer written notice of each proposed Transaction and the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with inform Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction their determination with respect to any Eligible Loan that Seller proposes assets proposed to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect sold to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible LoanBuyer by Seller solely in accordance with Exhibit VII attached hereto. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. The Buyer shall have the right to review all Eligible Loans and Eligible Securities proposed to be sold to the Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities as the Buyer reasonably determines. The Buyer shall be entitled to make a determination, in its sole discretion, that it shall or they shall not purchase any or all of the Eligible Loans New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be on a date mutually agreed upon by Buyer and no later than fifteen (15) days after Seller following has received the notice of approval of an Eligible Loan the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days (unless such two (2) Business Day requirement is waived by Buyer) from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Loan Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything On each Subsequent Purchase Date, which (unless such two (2) Business Day requirement is waived by Buyer) shall be no less than two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the contrary account of Seller all or the portion of the Contingent Purchase Price requested in this Agreementsuch Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, Seller such Confirmation shall have supercede any previous confirmation executed and delivered in respect of the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Sellerrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) 2.1 Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) 2.2 of this Agreement)) the Buyers shall from time to time separately enter into Transactions with Seller on any Business Day from and including the Closing Date to but excluding the Termination Date and pursuant to any such Transaction, an Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that the aggregate Xxxxxxxxxx Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) . Seller shall give the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed Buyer written notice of each proposed Transaction and the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with inform Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction their determination with respect to any Eligible Loan that Seller proposes assets proposed to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect sold to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible LoanBuyer by Seller solely in accordance with Exhibit VII attached hereto. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. The Buyer shall have the right to review all Eligible Loans and Eligible Securities proposed to be sold to the Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities as the Buyer reasonably determines. The Buyer shall be entitled to make a determination, in its sole discretion, that it shall or they shall not purchase any or all of the Eligible Loans New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be on a date mutually agreed upon by Buyer and no later than fifteen (15) days after Seller following has received the notice of approval of an Eligible Loan the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Loan Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything On each Subsequent Purchase Date, which shall be no less man two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the contrary account of Seller all or the portion of the Contingent Purchase Price requested in this Agreementsuch Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, Seller such Confirmation shall have supercede any previous confirmation executed and delivered in respect of the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Sellerrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and Amount, (ii) Buyer shall not have any obligation Table of Contents to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability PeriodPeriod and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller.