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 Repurchase Price (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 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 and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. 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 good faith business judgment, that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of 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 Repurchase outstanding Purchase Price (excluding the Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) at any time for all Transactions shall not exceed the Facility Amount and Amount, (ii) the Buyer shall not have any obligation Table of Contents to enter into Transactions with the Seller after the Business Day prior occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the three year anniversary date of the date of 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 shall give may, from time to time, submit to Buyer written notice a Transaction Request, in the form of each proposed Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed Eligible Loan that Seller proposes to be sold 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 by shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller solely 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 accordance with Exhibit VIII attached heretowriting. 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 good faith business judgmentsole discretion, that it shall or shall not purchase any or all of the assets Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII heretoBuyer, the Purchased Securities Loan 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 "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 (excluding for the Price Differential with respect subject Transaction when added to the Purchased Securities and Purchased Loans as Maximum Repurchase Prices of the date of determination) for all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day occurrence and during the continuance of an Event of Default or during the thirty (30) day period immediately prior to the three year anniversary date of the date of the AgreementFacility Expiration Date (other than Subsequent Purchases during such thirty (30) day period, if applicable). Seller shall give may, from time to time, submit to Buyer written notice a Transaction Request, in the form of each proposed Exhibit VIII attached hereto (the “Transaction Request”), for Buyer’s review and Buyer shall inform Seller of its determination approval in order to enter into the initial Transaction with respect to any assets proposed Eligible Mortgage Loan that Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within five (5) 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 five (5) Business Days shall be deemed to be sold to a denial of Seller’s request for a Transaction, unless Buyer by and Seller solely have agreed otherwise in accordance with Exhibit VIII attached heretowriting. Buyer shall have the right to review all Eligible Loans and Eligible Securities 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 and Eligible Securities 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 good faith business judgment, sole discretion that it shall or shall not purchase any or all of the assets Mortgage Loan proposed to be sold to Buyer by Seller. On the Initial Purchase Date for the Transaction Transaction, which shall be not less than three two (32) Business Days following the approval of an Eligible Mortgage Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII heretoBuyer, the Purchased Securities Mortgage Loan shall be transferred to Buyer or its agent Custodian against the transfer of the Initial Purchase Price to an account of Sellerthe Funding Account.

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 Repurchase outstanding Purchase Price (excluding the Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) at any time for all Transactions shall not exceed the Facility Amount and Amount, (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to the three year anniversary date of Facility Expiration Date, and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the date of 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 shall give may, from time to time, submit to Buyer written notice a Transaction Request, in the form of each proposed Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed Eligible Loan that Seller proposes to be sold 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 and diligence materials, Buyer by shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller solely 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, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in accordance with Exhibit VIII attached heretowriting. 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 good faith business judgmentsole discretion, that it shall or shall not purchase any or all of the assets Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII heretoBuyer, the Purchased Securities Loan shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of 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 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) the aggregate Repurchase Price (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 Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of its their determination with respect to any assets proposed to be sold to the Buyer by Seller solely in accordance with Exhibit VIII VII attached hereto. 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 the exercise of its good faith business judgmentsole discretion, that it shall or they shall not purchase any or all of the assets New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be not less no later than three fifteen (315) Business Days following days after Seller has received the notice of approval of an Eligible Loan or an Eligible Security by the Buyer request for transaction in accordance with Exhibit VIII heretoVII 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 Securities Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. 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 account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant 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 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) the aggregate Repurchase Price (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 Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of its their determination with respect to any assets proposed to be sold to the Buyer by Seller solely in accordance with Exhibit VIII VII attached hereto. 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 the exercise of its good faith business judgmentsole discretion, that it shall or they shall not purchase any or all of the assets New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be not less no later than three fifteen (315) Business Days following days after Seller has received the notice of approval of an Eligible Loan or an Eligible Security by the Buyer request for transaction in accordance with Exhibit VIII heretoVII 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 Securities Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. 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 account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant 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) the aggregate Repurchase Price (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 Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of its their determination with respect to any assets proposed to be sold to the Buyer by Seller solely in accordance with Exhibit VIII VII attached hereto. 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 the exercise of its good faith business judgmentsole discretion, that it shall or they shall not purchase any or all of the assets New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction Transaction, which shall be not less no later than three fifteen (315) Business Days following days after Seller has received the notice of approval of an Eligible Loan or an Eligible Security by the Buyer request for transaction in accordance with Exhibit VIII heretoVII 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 Securities Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. 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 account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant 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" 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 Repurchase Price (excluding the accrued Price Differential Differential) with respect to the Purchased Securities and Purchased Loans Assets as of the date of determination) 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 Business Day date (the “Outside Purchase Date”) which is six (6) months prior to the three year anniversary date of the date of the AgreementRepurchase Date (as same may be extended). Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all Eligible Loans and Eligible Securities Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities Assets as Buyer reasonably determines. Buyer shall be entitled to make a determination, in the exercise of its good faith business judgment, that it shall or shall not purchase any or all of the 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 not less than three (3) Business Days on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan or an Eligible Security Asset by the Buyer in accordance with Exhibit VIII hereto, the each Purchased Securities Asset shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of 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 (excluding for the Price Differential with respect subject Transaction when added to the Purchased Securities and Purchased Loans as Repurchase Prices of the date of determination) for all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial 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 hereto (the “Transaction Request”), for Buyer’s review and (ii) the Buyer shall not have any obligation approval in order to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give Buyer written notice of each proposed initial Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed Eligible Loan that such Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within twenty (20) 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 twenty (20) Business Days shall be deemed to be sold to a denial of such Seller’s request for a Transaction, unless Buyer by and such Seller solely have agreed otherwise in accordance with Exhibit VIII attached heretowriting. Buyer shall have the right to review all Eligible Loans and Eligible Securities 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 and Eligible Securities 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 good faith business judgment, sole discretion that it shall or shall not purchase any or all of the assets Loan proposed to be sold to Buyer by any Seller. On the Initial Purchase Date for the Transaction Transaction, which shall be not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII heretoBuyer, the Purchased Securities Loan shall be transferred to Buyer or its agent against the transfer of the Initial Purchase Price to an account of Sellerthe Funding Account.

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 Repurchase Price (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 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 Transaction, including (x) designation of any assets during the 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 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 Original Purchase Percentage equal to 77% instead of the "Original Purchase Percentage" specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement, then Seller shall be obligated to meet the requirements set forth in Section 12(r) of this Agreement. Any assets designated as CDO Eligible Assets by Seller shall conform (in approximate terms as acceptable to Buyer) to the parameters set forth in Schedule II attached to this Agreement. Buyer shall inform Seller of its Buyer's determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. 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 good faith business judgment, that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

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 of the Repurchase Price Prices (excluding the Other Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determinationComponents) 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 and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the AgreementAmount. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. 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 determinesdetermines in good faith. Within five (5) Business Days after Seller’s certification to Buyer shall be entitled that Seller has delivered to make a determinationBuyer all Diligence Materials and other required documentation with respect to any Loan(s) Seller requests Buyer to consider for purchase under the terms of this Agreement, in the exercise of its good faith business judgment, that it shall or shall not purchase any or all Buyer agrees to provide Seller with Buyer’s determination of the assets proposed completeness of the Diligence Materials including Buyer’s request of any additional or missing documentation with respect to be sold to such Loan(s), if any. Seller shall provide Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than with any such additional or missing documentation within three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the after request thereof (“Additional Submission”), and Buyer in accordance agrees to provide Seller with Exhibit VIII hereto, the Purchased Securities shall be transferred to Buyer or its agent against the transfer confirmation of the Purchase Price to an account completeness of Seller.such 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 Repurchase outstanding Purchase Price (excluding the Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) at any time 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 Business Day occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to the three year anniversary date of the date of the AgreementFacility Expiration Date. Seller shall give may, from time to time, submit to Buyer written notice a Transaction Request, in the form of each proposed Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed Eligible Loan that Seller proposes to be sold 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 and diligence materials, Buyer by shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller solely 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, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in accordance with Exhibit VIII attached heretowriting. 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 good faith business judgmentsole discretion, that it shall or shall not purchase any or all of the assets Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII heretoBuyer, the Purchased Securities Loan shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of 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 Repurchase Price (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 Business Day prior to the three year anniversary date of the date of the AgreementMaximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. 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 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 good faith business judgmentsole discretion, that it shall or shall not purchase any or all of the 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 not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the Purchased Securities Loans shall be transferred to Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account designated by Seller. To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Loan which is an Eligible Loan of Sellerthe 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.