Common use of Payment of Price Differential and Fees Clause in Contracts

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice within such time period shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Structuring Fee, which shall be due fully earned by Buyer on the Closing Date, one-third of which shall be payable to Buyer on the Closing Date, one-third of which shall be payable to Buyer on the first anniversary of the Closing Date and one-third of which shall be payable to Buyer on an annual basis as set forth in the definition thereof; provided thatsecond anniversary of the Closing Date; (ii) the Funding Fee, with respect to any Non-Utilization Fee that becomes which shall be fully earned by, and due and payable to Buyer by Seller, Buyer shall deliver on each Purchase Date with each advance of any Purchase Price to Seller under this Agreement and with each advance of a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.Future Funding Amount under this Agreement; and (iiiii) the Exit Fee, which will shall be fully earned on, and due and payable to Buyer in accordance with with, the terms and provisions of as set forth in Section 4 2 of the Fee Letter and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise hereby incorporated by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Tenth Amendment Structuring Fee, which shall be due and payable on by Seller in accordance with the Closing Date; and (iv) definition of “Tenth Amendment Structuring Fee”, as set forth in Section 1 of the Extension FeeFee Letter, which shall be payable on the date of the exercise is hereby incorporated by Seller of each Non-CMBS Extension Option.reference;

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Annual Funding Fee, with respect to each Purchased Asset, which shall be due payable by Seller and payable on an annual basis Guarantor as set forth in the definition thereofFee Letter; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.and (ii) the Exit Fee, which will shall be due and payable in accordance with the terms and provisions of as set forth in Section 4 2 of the Fee Letter and Pricing Letter (as amended hereby);hereby incorporated by reference. (iiic) Seller and Buyer each agree that, to the Structuring Feeextent that Guarantor or any Subsidiary of Guarantor, which shall be due is a seller, borrower or obligor under any other repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility (whether now in effect or that comes into effect at any time during the term of this Agreement), backed by commercial real estate collateral similar to the Eligible Assets, with funded balances that may increase and payable decrease, and that has provisions regarding the payment of non-usage fees, or any other similar fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise more favorable to the related lender or buyer thereunder than the terms set forth in this Agreement, then any such provisions shall, with no further action required on the Closing Date; and (iv) part of either Seller or Buyer, automatically be deemed to be a part of this Agreement, mutatis mutandis, and be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/or more favorable terms, as applicable, at all times throughout the Extension Fee, which shall be payable on the date remaining term of this Agreement. Seller agrees to promptly notify Buyer of the exercise by execution of any agreement or other document described in this Section 3.07(c). Seller further agrees, at Buyer’s request, to execute and deliver any related amendments to this Agreement, each in form and substance acceptable to Buyer, provided that the execution of each Non-CMBS Extension Optionany such amendment shall not be a precondition to the effectiveness of this Section 3.07(c), but shall merely be for the convenience of Seller and Buyer.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Draw Fee, which shall be due and payable on an annual basis as by Seller in accordance with the terms and provisions set forth in Section 2 of the definition thereof; provided thatFee Letter, with respect to any Non-Utilization Fee that becomes due and payable to Buyer which are hereby incorporated by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.reference; (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby)[reserved]; (iii) the Structuring Extension Fee and the Upsize Fee, each of which shall be due and payable by Seller as set forth in Section 3.06; and (iv) the Exit Fee, which shall be due and payable on by Seller in accordance with the Closing Date; and (iv) terms and provisions set forth in Section 3 of the Extension FeeFee Letter, which shall be payable on the date of the exercise are hereby incorporated by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Annual Funding Fee, with respect to each Purchased Asset, which shall be payable by Seller and Guarantor as set forth in the Fee Letter; and (i) the Exit Fee, which shall be due and payable on an annual basis in accordance with the terms and provisions as set forth in Section 2 of the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due Letter and payable to Buyer hereby incorporated by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is basedreference. (iia) Seller and Buyer each agree that, to the Exit Feeextent that Guarantor or any Subsidiary of Guarantor, which will is a seller, borrower or obligor under any other repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility (whether now in effect or that comes into effect at any time during the term of this Agreement), backed by commercial real estate collateral similar to the Eligible Assets, with funded balances that may increase and decrease, and that has provisions regarding the payment of non-usage fees, or any other similar fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise more favorable to the related lender or buyer thereunder than the terms set forth in this Agreement, then any such provisions shall, with no further action required on the part of either Seller or Buyer, automatically be due deemed to be a part of this Agreement, mutatis mutandis, and payable in accordance be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/or more favorable terms, as applicable, at all times throughout the provisions remaining term of Section 4 this Agreement. Seller agrees to promptly notify Buyer of the Fee execution of any agreement or other document described in this Section 3.07(c). Seller further agrees, at Buyer’s request, to execute and Pricing Letter (as amended herebydeliver any related amendments to this Agreement, each in form and substance acceptable to Buyer, provided that the execution of any such amendment shall not be a precondition to the effectiveness of this Section 3.07(c); (iii) , but shall merely be for the Structuring Fee, which shall be due convenience of Seller and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension OptionBuyer.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller to Buyer of certain fees and expenses are set forth in Section 2 of the Fee Letter. In addition thereto, Seller shall pay to Buyer all fees and other amounts as and when due due, as set forth in this Agreement including, without limitation: (i) the Non-Utilization Structuring Fee, which shall be due fully earned by Buyer on the Closing Date, and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (in accordance with the terms and conditions set forth in Section 2 of the Fee Letter, which may be sent via facsimile or e-mail), setting forth (A) the amount due terms and (B) the calculations upon which such Non-Utilization Fee is based.provisions are incorporated herein by reference; (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Non-Utilization Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on to Buyer by Seller in accordance with the Closing Date; andterms and provisions set forth in Section 2 of the Fee Letter, which terms and provisions are incorporated by reference; (iviii) the Extension Fee, which shall be fully earned on, and due and payable on to Buyer by Seller in accordance with the date terms and provisions set forth in Section 3.06; and (iv) the Exit Fee, which shall be fully earned on, and due and payable to Buyer by Seller in accordance with, the terms and provisions set forth in Section 2 of the exercise Fee Letter, which terms and provisions are incorporated by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller and Guarantor to Buyer of certain fees and expenses are set forth in Section 2 of the Fee Letter. In addition thereto, Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due due, as set forth in this Agreement including, without limitation: (i) the Structuring Fee, which shall be fully earned by Buyer, and due and payable to Buyer by Seller and Guarantor, in accordance with the terms and conditions set forth in Section 2 of the Fee Letter, which terms and provisions are incorporated herein by reference; (ii) the Non-Utilization Fee, Fee which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable Guarantor in accordance with the terms and provisions of set forth in Section 4 2 of the Fee Letter, which terms and Pricing Letter (as amended hereby)provisions are incorporated by reference; (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be fully earned on, and due and payable on to Buyer by Seller and Guarantor in accordance with the date terms and provisions set forth in Section 3.06(a); and (iv) the Exit Fee, which shall be fully earned on, and due and payable to Buyer by Seller and Guarantor in accordance with, both the terms and provisions set forth in Section 2 of the exercise Fee Letter, which terms and provisions are incorporated by Seller of each Non-CMBS Extension Option.reference, and the terms set forth in Section 3.04(a) hereof. -44-

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal income tax purposes, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance DateDate or promptly return any overpayment due to the related Seller if the amount of such overpayment is greater than $5,000. (b) If Seller fails to pay all or part of the Price Differential by 5:00 p.m. (New York City time) on the related Remittance Date with respect to any Purchased Asset, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) the NonFacility Fee, which shall be due and earned in full (without reduction, set-Utilization off or refund in the event of any early termination of this Agreement) by Seller on the Closing Date; provided, that the Facility Fee shall be payable in twelve (12) equal installments, with the first such installment payable on the Initial Purchase Date and the remaining installments payable on the Remittance Date in each of the following eleven (11) months; provided, further, that an unpaid installments of the Facility Fee shall be payable in full upon the occurrence of an Event of Default; (ii) any Funding Fee, which shall be due, earned and payable in full on each related Purchase Date; (iii) the Extension Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of the extension of the Facility Termination Date pursuant to Section 3.07; and (iv) the Exit Fee, which shall be due and payable by Seller with respect to each Non-CMBS Extension OptionPurchased Asset that is subject to an early repurchase by Seller pursuant to Section 3.05 on the related Early Repurchase Date.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Funding Fee, which shall be due and payable on an annual basis as by Seller to Buyer in accordance with the definition of Funding Fee set forth in the Fee Letter, which definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer is incorporated herein by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.reference; (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Extension Fee, which shall be due and payable on the Closing Date; andby Seller as set forth in Section 3.06; (iviii) the Extension Exit Fee, which shall be due and payable on by Seller in accordance with the date terms and provisions set forth in Section 2 of the exercise Fee Letter, which are hereby incorporated by Seller of each Non-CMBS Extension Option.reference; and

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable (A) on the Closing DateDate and (B) upon the exercise of the Increase Option, as and if requested by Seller and granted by Buyer pursuant to Section 3.12; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) a. Notwithstanding that Buyer Xxxxx and Seller intend that each Transaction hereunder constitute a sale sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) a. Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) i. the Non-Utilization Annual Funding Fee, with respect to each Purchased Asset, which shall be payable by Seller and Guarantor as set forth in the Fee Letter; and i. the Exit Fee, which shall be due and payable on an annual basis in accordance with the terms and provisions as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 2 of the Fee Letter and Pricing Letter hereby incorporated by reference. a. Seller and Buyer each agree that, to the extent that Guarantor or any Subsidiary of Guarantor, is a seller, borrower or obligor under any other repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility (as amended herebywhether now in effect or that comes into effect at any time during the term of this Agreement); (iii) , backed by commercial real estate collateral similar to the Structuring FeeEligible Assets, which shall be due with funded balances that may increase and payable decrease, and that has provisions regarding the payment of non-usage fees, or any other similar fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise more favorable to the related lender or buyer thereunder than the terms set forth in this Agreement, then any such provisions shall, with no further action required on the Closing Date; and (iv) part of either Seller or Buyer, automatically be deemed to be a part of this Agreement, mutatis mutandis, and be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/or more favorable terms, as applicable, at all times throughout the Extension Fee, which shall be payable on the date remaining term of this Agreement. Xxxxxx agrees to promptly notify Buyer of the exercise by execution of any agreement or other document described in this Section 3.07(c). Seller further agrees, at Xxxxx’s request, to execute and deliver any related amendments to this Agreement, each in form and substance acceptable to Buyer, provided that the execution of each Non-CMBS Extension Optionany such amendment shall not be a precondition to the effectiveness of this Section 3.07(c), but shall merely be for the convenience of Seller and Buyer.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Non- Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable (A) on the Closing DateDate and (B) upon the exercise of the Increase Option, as and if requested by Seller and granted by Buyer pursuant to Section 3.12; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller Sellers intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal and relevant state and local income and franchise tax purposes, Seller Sellers shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Distribution Date. Buyer shall give Seller Sellers notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s Sellers’ obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Distribution Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Distribution Date. (b) Seller If Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Distribution Date, with respect to any Purchased Asset, Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Sellers shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) limitation the Non-Utilization Facility Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided thatdue, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due earned and payable in accordance with full (without reduction, set-off or refund in the provisions event of Section 4 any early termination of the Fee and Pricing Letter (as amended hereby); (iiithis Agreement) the Structuring Fee, which shall be due and payable by Sellers on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and each Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, each Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give the applicable Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect such Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller Sellers shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation, the Structuring Fee, the Extension Fee and the Upsize Fee, each of which shall be paid pursuant to the terms of the Fee Letter:. (i) the Non-Utilization Structuring Fee, which was paid prior to the Closing Date by Sellers and Guarantor as set forth in the Fee Letter; (ii) the Extension Fee, which shall be due and payable by Sellers and Guarantor on an annual basis as set forth in or before the definition thereoffirst day of each Extension Period; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby);and (iii) the Structuring Upsize Fee, which shall be due and payable by Sellers and Guarantor on the Closing Date; and (iv) the Extension Fee, which shall be payable on the effective date of the exercise by Seller of each Non-CMBS Extension Optionrelated upsize as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and each Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, each Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give the applicable Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect such Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller Sellers shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation, the Structuring Fee, the Extension Fee and the Upsize Fee, each of which shall be paid pursuant to the terms of the Fee Letter: (i) the Non-Utilization Structuring Fee, which was paid prior to the Closing Date by Sellers and Guarantor as set forth in the Fee Letter; (ii) the Extension Fee, which shall be due and payable by Sellers and Guarantor on an annual basis as set forth in or before the definition thereoffirst day of each Extension Period; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby);and (iii) the Structuring Upsize Fee, which shall be due and payable by Sellers and Guarantor on the Closing Date; and (iv) the Extension Fee, which shall be payable on the effective date of the exercise by Seller of each Non-CMBS Extension Optionrelated upsize as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller Sellers intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal and relevant state and local income and franchise tax purposes, Seller Sellers shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Distribution Date. Buyer shall give Seller Sellers notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s Sellers’ obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Distribution Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Distribution Date. (b) Seller If Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Distribution Date, with respect to any Purchased Asset, Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Sellers shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) limitation the Non-Utilization Facility Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided thatdue, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due earned and payable in accordance with full (without reduction, set-off or refund in the provisions event of Section 4 any early termination of the Fee and Pricing Letter (as amended hereby); (iiithis Agreement) the Structuring Fee, which shall be due and payable by Sellers on the Closing Date or, as applicable, the Restatement Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s 's failure to deliver such notice shall not affect Seller’s 's obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis by Seller and Guarantor monthly in arrears as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is basedLetter. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable by Seller and Guarantor on the Closing Date; and. (iviii) the Extension Fee, which shall be due and payable by Seller and Guarantor on or before the date first day of each extension of the exercise by Seller of each Non-CMBS Extension OptionFacility Termination Date.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Structuring Fee, which shall be due and payable by Seller in accordance with the terms and provisions set forth in Section 2 of the Fee Letter, which are hereby incorporated by reference; (ii) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the terms and provisions of set forth in Section 4 3 of the Fee and Pricing Letter (as amended hereby)Letter, which are hereby incorporated by reference; (iii) the Structuring Extension Fee, Upsize Fee and Funding Period Extension Fee, each of which shall be due and payable by Seller as set forth in Section 3.06; and (iv) the Exit Fee, which shall be due and payable on by Seller in accordance with the Closing Date; and (iv) terms and provisions set forth in Section 3 of the Extension FeeFee Letter, which shall be payable on the date of the exercise are hereby incorporated by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual a monthly basis as set forth in on each Remittance Date beginning on the definition thereoffirst Remittance Date following the end of the Funding Period, for the time period from the last day of the Funding Period until such First Remittance Date; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.and (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 a ratable portion of the Commitment Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and Purchase Date (iv) the Extension Fee, which shall be payable and on the date of each Additional Advance under Section 3.03) based on either the exercise by Seller Purchase Price of each NonPurchased Asset or the amount of each related Additional Advance, with the first payment due no earlier than the Closing Date and the final payment due on the last day of the Funding Period, whether or not the aggregate Purchase Price for all Purchased Assets is equal to the Maximum Amount; provided that Buyer shall provide Seller and Guarantor with a one-CMBS Extension Optiontime dollar for dollar credit in an amount not to exceed the Commitment Fee, to be used solely as a credit against the commitment fee and/or any other up-front fees that would otherwise be due and payable by Seller, Guarantor or any of their Affiliates in connection with either a subsequent increase in the Maximum Amount or a new credit facility to Seller, Guarantor or any of their Affiliates, but only if such an increase or new facility is (a) requested by Seller, (b) approved by Buyer in its sole and absolute discretion and (c) accepted by Seller.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer Xxxxx and Seller intend that each Transaction hereunder constitute a sale sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) . • Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) : • the Non-Utilization Annual Funding Fee, with respect to each Purchased Asset, which shall be payable by Seller and Guarantor as set forth in the Fee Letter; and • the Exit Fee, which shall be due and payable on an annual basis in accordance with the terms and provisions as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 2 of the Fee Letter and Pricing Letter hereby incorporated by reference. - 43 - • Seller and Buyer each agree that, to the extent that Guarantor or any Subsidiary of Guarantor, is a seller, borrower or obligor under any other repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility (as amended herebywhether now in effect or that comes into effect at any time during the term of this Agreement); (iii) , backed by commercial real estate collateral similar to the Structuring FeeEligible Assets, which shall be due with funded balances that may increase and payable decrease, and that has provisions regarding the payment of non-usage fees, or any other similar fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise more favorable to the related lender or buyer thereunder than the terms set forth in this Agreement, then any such provisions shall, with no further action required on the Closing Date; and (iv) part of either Seller or Buyer, automatically be deemed to be a part of this Agreement, mutatis mutandis, and be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/or more favorable terms, as applicable, at all times throughout the Extension Fee, which shall be payable on the date remaining term of this Agreement. Xxxxxx agrees to promptly notify Buyer of the exercise by execution of any agreement or other document described in this Section 3.07(c). Seller further agrees, at Xxxxx’s request, to execute and deliver any related amendments to this Agreement, each in form and substance acceptable to Buyer, provided that the execution of each Non-CMBS Extension Optionany such amendment shall not be a precondition to the effectiveness of this Section 3.07(c), but shall merely be for the convenience of Seller and Buyer.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable by Seller and Guarantor on an annual basis as the first anniversary of the Closing Date, or, if sooner, on the date of the termination of this Agreement for any reason. Additional terms and provisions governing the Non-Utilization Fee are set forth in the definition thereof; provided thatFee and Pricing Letter, with respect to any Non-Utilization Fee that becomes due and payable to Buyer are hereby incorporated by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is basedreference. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Commitment Fee, which shall be due and payable by Seller on the Closing Date. (iii) the Funding Fee, which shall be payable by Seller annually on each anniversary of the Closing Date (but not including the Closing Date) occurring on or before the initial Maturity Date; and (iv) the Extension Fee, which shall be due and payable by Seller on the date of the exercise by Seller of each Non-CMBS Extension Optionextension of the Maturity Date.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Non‑Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Non‑CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer Xxxxx and Seller intend that each Transaction hereunder constitute a sale sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Annual Funding Fee, with respect to each Purchased Asset, which shall be due payable by Seller and payable on an annual basis Guarantor as set forth in the definition thereofFee Letter; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.and (ii) the Exit Fee, which will shall be due and payable in accordance with the terms and provisions of as set forth in Section 4 2 of the Fee Letter and Pricing Letter (as amended hereby);hereby incorporated by reference. (iiic) Seller and Buyer each agree that, to the Structuring Feeextent that Guarantor or any Subsidiary of Guarantor, which shall be due is a seller, borrower or obligor under any other repurchase agreement, loan agreement, warehouse facility, guaranty or similar credit facility (whether now in effect or - 40 - that comes into effect at any time during the term of this Agreement), backed by commercial real estate collateral similar to the Eligible Assets, with funded balances that may increase and payable decrease, and that has provisions regarding the payment of non-usage fees, or any other similar fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise more favorable to the related lender or buyer thereunder than the terms set forth in this Agreement, then any such provisions shall, with no further action required on the Closing Date; and (iv) part of either Seller or Buyer, automatically be deemed to be a part of this Agreement, mutatis mutandis, and be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/or more favorable terms, as applicable, at all times throughout the Extension Fee, which shall be payable on the date remaining term of this Agreement. Xxxxxx agrees to promptly notify Buyer of the exercise by execution of any agreement or other document described in this Section 3.07(c). Seller further agrees, at Xxxxx’s request, to execute and deliver any related amendments to this Agreement, each in form and substance acceptable to Buyer, provided that the execution of each Non-CMBS Extension Optionany such amendment shall not be a precondition to the effectiveness of this Section 3.07(c), but shall merely be for the convenience of Seller and Buyer.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller to Buyer of certain fees and expenses are set forth in Section 2 of the Fee Letter. In addition thereto, Seller shall pay to Buyer all fees and other amounts as and when due due, as set forth in this Agreement including, without limitation: (i) the Non-Utilization Structuring Fee, which shall be due fully earned by Buyer on the Closing Date, and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice in accordance with the terms and conditions set forth in Section 2 of the Fee Letter, which terms and provisions are incorporated herein by reference; (which may be sent via facsimile or e-mail), setting forth (Aii) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.which shall be due and payable to Buyer by Seller in accordance with the terms and provisions set forth in Section 2 of the Fee Letter, which terms and provisions are incorporated by reference; (iiiii) the Extension Fee, which shall be fully earned on, and due and payable to Buyer by Seller in accordance with the terms and provisions set forth in Section 3.06; (iv) the Exit Fee, which will shall be fully earned on, and due and payable to Buyer by Seller in accordance with with, the terms and provisions of set forth in Section 4 2 of the Fee Letter, which terms and Pricing Letter (as amended hereby);provisions are incorporated by reference; and (iiiv) the Second Amendment Structuring Fee, which shall be due and payable on to Buyer by Seller in accordance with the Closing Date; and (iv) terms and conditions set forth in Section 2 of the Extension FeeFee Letter, which shall be payable on the date of the exercise terms and provisions are incorporated herein by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal and relevant state and local income and franchise tax purposes, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Remittance Date, with respect to any Purchased Asset, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) the NonFacility Fee, which shall be due, earned and payable in full (without reduction, set-Utilization off or refund in the event of any early termination of this Agreement) by Seller on the Closing Date; and (ii) the Extension Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Optionextension of the Facility Termination Date.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretoAssets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereoffirst anniversary of the Ramp up Period Expiration Date and on each succeeding anniversary of the Closing Date; provided thatnotwithstanding the foregoing, with respect if the Repurchase Agreement terminates at any time prior to the first anniversary of the Ramp-up Period Expiration Date (for the avoidance of doubt, even if all Purchased Assets are repurchased by Seller at any time prior to the first anniversary of the Ramp-up Period Expiration Date), the Non-Utilization Fee that becomes will remain due and payable to Buyer by SellerSeller and Guarantor on the first anniversary of the Ramp-up Period Expiration Date based on all accruals for the time period beginning on the Ramp-up Period Expiration Date and ending on the first anniversary of the Ramp-up Period Expiration Date. In addition thereto, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) on the second anniversary of the Closing Date, Seller and Guarantor shall pay to Buyer an additional amount due equal to (1) twenty-five basis points (0.25%) multiplied by (2) the positive amount, if any of (i) $245,000,000 minus (ii) the greater of either the average daily unpaid Repurchase Price of all Purchased Assets (excluding unpaid Price Differential) during the preceding nine (9) month period or $175,000,000; and (B) on the calculations upon which such Nonthird, fourth and fifth anniversaries of the Closing Date, Seller and Guarantor shall pay to Buyer an additional amount equal to (1) twenty-Utilization Fee is based.five basis points (0.25%) multiplied by (2) the positive amount, if any of (i) $245,000,000 minus (ii) the greater of either the average daily unpaid Repurchase Price of all Purchased Assets (excluding unpaid Price Differential) during the preceding twelve (12) month period or $192,500,000; (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Commitment Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iviii) the Extension Fee, which Fee shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis by Seller, as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 2 of the Fee and Pricing Letter (as amended hereby)Letter; (iiiii) the Structuring Fee, which shall be due and payable fully earned by Buyer on the Closing Date; and, and payable by Seller as set forth in Section 2 of the Fee and Pricing Letter; (iviii) the Extension Fee, which shall be due and payable on by Seller in accordance with Section 3.06; and (iv) the date Exit Fee, which shall be payable by Seller in accordance with the terms and provisions as set forth in Section 2 of the exercise by Seller of each Non-CMBS Extension OptionFee and Pricing Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iiiii) the Structuring Fee, which shall be due and payable on the Closing Datedates and in the amounts in accordance with the definition of Structuring Fee, as set forth in the Fee and Pricing Letter; and (iviii) the Extension Structuring Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller and Guarantor shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Structuring Fee, which shall be fully earned by Buyer on the Closing Date, and due and payable on an annual basis as set forth in the definition thereof; provided thatmanner specified in Section 1 of the Fee Letter; (ii) the Funding Fee, with respect to any Non-Utilization Fee that becomes which shall be fully earned by, and due and payable to Buyer by Seller, Buyer shall deliver on each Purchase Date with each advance of any Purchase Price to Seller under this Agreement and with each advance of a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.Future Funding Amount under this Agreement; and (iiiii) the Exit Fee, which will shall be fully earned on, and due and payable to Buyer in accordance with with, the terms and provisions of as set forth in Section 4 of the Fee Letter and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise hereby incorporated herein by Seller of each Non-CMBS Extension Optionreference.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal and relevant state and local income and franchise tax purposes, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Remittance Date, with respect to any Purchased Asset, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) the Non-Utilization Facility Fee, which shall be due due, earned and payable on an annual basis as set forth in full (without reduction, set-off or refund in the definition thereofevent of any early termination of this Agreement) by Seller on the Closing Date; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.and (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Optionsolely when and as provided in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal and relevant state and local income and franchise tax purposes, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Remittance Date, with respect to any Purchased Asset, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) the NonFacility Fee, which shall be due, earned and payable in full (without reduction, set-Utilization off or refund in the event of any early termination of this Agreement) by Seller on the Closing Date or, as applicable, the Restatement Date; and (ii) the Extension Fee, which shall be due and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Optionextension of the Facility Termination Date.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation: (i) the Non-Utilization Non‑Utilization Fee, which shall be due and payable in arrears on an annual basis as set forth in the definition thereofClosing Date and, thereafter, on each anniversary of the Closing Date; provided that no Non-Utilization Fee shall accrue at any time after the expiration of the Funding Period and provided further that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Non‑CMBS Extension Option.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that each Transaction hereunder constitute a sale to Buyer of the Purchased Assets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate plus five percent (5%). Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller to Buyer of certain fees and expenses are set forth in Section 2 of the Fee Letter. In addition thereto, Seller shall pay to Buyer all fees and other amounts as and when due due, as set forth in this Agreement including, without limitation: : (i) the Non-Utilization Structuring Fee, which shall be due fully earned by Buyer on the Closing Date, and payable on an annual basis as set forth in the definition thereof; provided that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice in accordance with the terms and conditions set forth in Section 2 of the Fee Letter, which terms and provisions are incorporated herein by reference; (which may be sent via facsimile or e-mail), setting forth (Aii) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be due and payable on to Buyer by Seller in accordance with the Closing Date; and (iv) terms and provisions set forth in Section 2 of the Extension FeeFee Letter, which shall be payable on the date of the exercise terms and provisions are incorporated by Seller of each Non-CMBS Extension Option.reference; (ii)

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller Sellers intend that each Transaction the Transactions hereunder constitute a sale be sales to Buyer of the Purchased Assets subject theretofor all but U.S. federal income tax purposes and GAAP, Seller Sellers shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller Sellers notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the second (2nd) Business Day preceding each Remittance related Pricing Period End Date; provided, that Buyer’s failure to deliver such notice shall not affect a Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) If a Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Remittance Date, with respect to any Purchased Asset, the Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Pricing Rate until the Price Differential is received in full by Buyer. (c) Sellers shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement and the Fee Letter including, without limitation: (i) : the Non-Utilization Facility Fee, which shall be due and earned in full by Buyer on the Closing Date and payable on an annual basis as set forth monthly (without reduction, set-off or refund in the definition thereof; provided that, with respect to event of any Non-Utilization Fee that becomes due early termination of this Agreement) by Sellers and payable to Buyer by Seller, Buyer shall deliver to Seller a notice Guarantor in twelve (which may be sent via facsimile or e-mail), setting forth (A12) the amount due and (B) the calculations upon which such Non-Utilization Fee is based. (ii) the Exit Fee, which will be due and payable in accordance equal monthly installments with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby); (iii) the Structuring Fee, which shall be first such installment due and payable on the Closing Date; and (iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non-CMBS Extension Option.