Common use of The Transactions Clause in Contracts

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. Under the terms and conditions of the Program Documents, during the Revolving Term Buyer hereby agrees to enter into new Transactions with a Purchase Price up to the Maximum Aggregate Purchase Price. Unless otherwise agreed, the related Seller shall give Buyer notice of any proposed Purchase Date prior to 2:00 p.m. New York City time on the preceding Business Day (the date on which such notice is so given, the “Notice Date”). On the Notice Date, the related Seller or the Guarantor shall request that Buyer enter into a Transaction by furnishing to Buyer a Transaction Notice. b. The related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and the related Seller with respect to the Transaction. c. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's ’s expense on (or after) the related Repurchase Date. b. d. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. e. If the related Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from the related Buyer on each related Repurchase Date. Each each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to the related Buyer for such a repurchase on at least one Business Day's ’s prior notice to such Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless the related Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the related Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify the related Buyer and hold such Buyer harmless from any losses, costs and/or expenses which such Buyer may sustain or incur arising from the reemployment of funds obtained by such Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. The related Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by such Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased AssetAssets (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price except as otherwise provided herein). The Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections Paragraphs 9(a) and (b9(b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th 15th day of each month (or, or the following Business Day if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Purchased Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section Paragraph 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1five(5) Business Day Days prior to any Repurchase Date, provided that (i) if the Repurchase Date so determined is later than the Termination date which is 364 days later than the Effective Date (the "Final Repurchase Date"), the Repurchase Date for such Transaction shall automatically reset to the Termination Final Repurchase Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (x) the Buyer's Margin Percentage shall be equal in the case of a Bridge Loan to 125% and in the case of a Mezzanine Loan to 155%, (y) the Pricing Rate shall be equal to Adjusted Libor plus 200 basis points (2 in the case of a Bridge Loan and 275 basis points (2.75%) in the case of a Mezzanine Loan, and (z) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date; provided however, that with respect to the Mezzobridge Assets, (w) the Buyer's Margin Percentage, (x) the Pricing Rate, (y) the Purchase Price and (z) the Pricing Rate Final Repurchase Date shall be as set forth calculated in accordance with the Side LetterMezzobridge Schedule. c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Subject to the terms and conditions of the Program Documents, this Agreement is a commitment by Buyer to purchase from Sellers certain Purchased Assets up to the Maximum Aggregate Purchase Price and Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. b. With respect to any Transaction, related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The Related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the Seller's its own expense on (or after) the related Repurchase Date. b. c. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th Repurchase Date occurring on the 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 1919 (a)) shall automatically become subject to a new Transaction unless Buyer is notified by the such Seller at least one (1) Business Day prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. d. If Buyer locks in the rate of LIBOR at the request of such Seller and such Seller repurchases Purchased Assets on any day which is not a the Repurchase Date for set forth in Section 3(c) above, such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets Securities from the related Buyer on each related Repurchase Date. Each obligation to repurchase subsists exists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased AssetSecurity. The related Seller is obligated to obtain the Purchased Assets Securities from the related Buyer or its designee at the related Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset Security that is repurchased by the related Seller on the 26th day Repurchase Date occurring on either (i) the 2nd Business Day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date or (ii) any other Business Day set forth in the related Transaction Notice (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless the related Buyer is notified by the related Seller at least one (1) Business Day (by 11 a.m. New York City time) prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase DateDate or such other earlier date agreed upon the Buyers and the Sellers, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. c. The related Seller shall have the right to repurchase Purchased Securities upon demand on any day that is not a Repurchase Date for such Purchased Securities; provided, however, that such Seller shall give at least one (1) Business Day (by 11 a.m. New York City time on such Business Day) prior written notice to the related Buyer. If the related Seller repurchases Purchased Assets Securities on any day which is not a Repurchase Date for such Purchased AssetsSecurities, the related Seller shall indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain sustains or incur incurs arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs")obtained, in each case for the remainder of the applicable 30 day periodperiod (“Breakage Costs”). The related Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the related Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This The provisions of this Section 3(c) shall survive termination of this Agreement and the repurchase of all Purchased Assets Securities subject to Transactions hereunder.

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th Repurchase Date occurring on the 20th day of each month (or, if such 26th 20th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1) Business Day prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless only if Buyer is notified by the Seller at least one three (13) Business Day Days prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless . Unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date. In the event that the Buyer calculates a Purchase Price for any Purchased Asset that becomes subject to a new Transaction that is equal to or greater than the product of the Market Value of such Purchased Asset multiplied by 49%, and such Purchased Asset shall remain subject to the terms of this Agreement until the Termination Date; provided, however, that the Seller may elect to repurchase such Purchased Asset prior to the Termination Date by paying to the Buyer an amount equal to the sum of (zi) the Pricing Rate shall be as set forth in Repurchase Price for such Purchased Asset and any other amounts owed to the Side LetterBuyer hereunder plus (ii) the Yield Maintenance Fee for such Purchased Asset. c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, in addition to any Yield Maintenance Fee or any other amounts owed to Buyer hereunder, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase all Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the related Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from the related Buyer on each related Repurchase Date. Each obligation to repurchase subsists exists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from the related Buyer or its designee (including the Custodian) at the such Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th day Repurchase Date occurring on either (i) the last Business Day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date or (ii) any other Business Day set forth in the related Transaction Notice (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless the related Buyer is notified by the such Seller at least one (1) Business Day prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled Settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. c. If the a Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased AssetsAssets without having provided related Buyer notice of such repurchase by no later than 11:00 a.m. (New York City time) one (1) Business Day prior to such repurchase, the such Seller shall indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain sustains or incur incurs arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. The related Buyer shall deliver to the such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the related Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the such Seller, absent manifest error. This The provisions of this Section 3(c) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. d. From time to time, during the term of the Repurchase Agreement, a Seller may provide notice to the relevant Buyer (the “Deposit Notice”) before 5:00 pm New York City time on any Business Day that such Seller has excess cash to deposit in an account held at such Buyer or an Affiliate of such Buyer (the “Collateral Account”). Upon receipt of the Deposit Notice and provided that there is no Margin Deficit and no Default or Event of Default has occurred or is continuing, the relevant Seller shall transfer cash to the Collateral Account. All amounts on deposit in the Collateral Account shall earn interest (the “Collateral Account Credits”) at an interest rate equal to LIBOR plus 0.45% and calculated in the same manner as the calculation of the Price Differential. The Buyers shall credit, set off and net any accrued Collateral Account Credits against any amounts owed in respect of accrued, but unpaid Price Differential, provided that (i) in no event will a Seller be entitled to any Collateral Account Credits in excess of the Price Differential and (ii) no Seller shall be entitled to carryover any Collateral Account Credits in any applicable calculation period to any future period. All amounts on deposit at any time in the Collateral Account shall be considered Collateral for purposes of the Repurchase Agreement. Provided that there is no Margin Deficit and that no Default or Event of Default has occurred or is continuing, the relevant Buyer shall release any amounts in the Collateral Account on one (1) Business Day’s prior written notice from the related Seller. At any time, Buyers may, in their sole discretion, and provided that there is no Margin Deficit and that no Default or Event of Default has occurred or is continuing, terminate the Collateral Account by returning any amounts on deposit in the Collateral Account to the relevant Seller. e. If Executive Officers of NFI cease to comprise the majority of the members of the board of directors of HomeView at any time during the term of this Agreement, the Buyers shall not enter into any further Transactions with HomeView with respect to any Eligible Assets (including, without limitation, any Purchased Assets then subject to outstanding Transactions). f. If Executive Officers of NFI cease to comprise the majority of the members of the board of directors of Acceleron at any time during the term of this Agreement, the Buyers shall not enter into any further Transactions with Acceleron with respect to any Eligible Assets (including, without limitation, any Purchased Assets then subject to outstanding Transactions).

The Transactions. a. The With respect to any Transaction, the related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase DateDate at the Repurchase Price. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The Such Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the such Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Each Purchased Asset that subject to a particular Transaction is to be repurchased by the applicable Seller on the 26th day earlier of each month (or, i) the date that is 180 days from the Purchase Date relating to such Transaction (if such 26th day date is not a Business Day, the immediately following next succeeding Business Day) following and (ii) the related initial Purchase Termination Date (such repurchase date, the day of the month so determined for each month, or any other date designated by the Seller “Repurchase Date”). The Sellers shall pay to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled relating to each Transaction in cash arrears by 4:00 p.m. (New York City time) on the 15th calendar day of each related month (if such date is not a Business Day, the next Business Day), and on the Repurchase Date; provided that in calculating such Price Differential upon the occurrence and during the continuance of any Default, and (z) the Pricing Default Rate shall be as set forth used in lieu of the Side LetterPricing Rate. c. If Buyer locks in the rate of LIBOR at the request of a Seller and such Seller repurchases Purchased Assets on any day which is not a the Repurchase Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Assets, the such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain sustains or incur incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs")obtained, in each case for the remainder of the applicable 30 30-day periodperiod (“Breakage Costs”). Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. d. If on any Purchase Date the Request Amount exceeds the Purchase Price of all Wet Funded Loans purchased by the Buyer on such Purchase Date, the Seller shall pay to the Buyer one days’ accrued interest on such excess at the related Default Rate on the Business Day immediately following such Purchase Date.

The Transactions. a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the related Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th Repurchase Date occurring on the 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1) Business Day prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If Buyer locks in the rate of LIBOR at the request of Seller and Seller repurchases Purchased Assets on any day which is not a the Repurchase Date for such Purchased Assetsset forth in Section 3(b) above, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the related Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Subject to the terms and conditions of the Program Documents, this Agreement is a commitment by the Buyer to purchase from the Sellers certain Purchased Assets up to the Maximum Aggregate Purchase Price and the Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all the Purchased Assets acquired by the Buyer not to exceed the Maximum Aggregate Purchase Price. b. With respect to any Transaction, the related Seller shall repurchase the Purchased Assets from the Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from the Buyer or its designee (including the Custodian) at the Seller's its own expense on (or after) the related Repurchase Date. b. c. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th Repurchase Date occurring on the 25th day of each month (or, if such 26th 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to the Buyer for such a repurchase on at least one Business Day's ’s prior notice to the Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 1919 (a)) shall automatically become subject to a new Transaction unless the Buyer is notified by the such Seller at least one (1) Business Day prior to any such Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. d. If the Buyer locks in the rate of LIBOR at the request of such Seller and such Seller repurchases the Purchased Assets on any day which is not a the Repurchase Date for set forth in Section 3(c) above, such Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer may sustain or incur arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("the “Breakage Costs"”), in each case for the remainder of the applicable 30 day period. The Buyer shall deliver to the such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all the Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase all Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, and the most recent, related Servicer Report has been provided to the Buyer, each Purchased Asset that is repurchased by the related Seller on the 26th day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the related Seller repurchases chooses to repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th 20th day of each month (or, if such 26th 20th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one three (13) Business Day Days prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 26th 1st day of each month (or, if such 26th 1st day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date, ; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If the any such Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.