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

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made, from time to time, in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a monetary or material non-monetary Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time during time, submit to Buyer a Transaction Request, in the Revolving Periodform of Exhibit VIII attached hereto, request that Buyer for Buyer’s review and approval in order to enter into a Transaction with respect to one any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment and in a manner consistent with Buyer’s other master repurchase facilities for comparable assets, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within five (5) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or more Mortgage (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within five (5) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a Mortgage Loan qualifies as date mutually agreed upon by Buyer and Seller following the approval of an Eligible LoanLoan by Buyer, and whether the Purchased Loan shall be transferred to reject any request Buyer against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller or as directed by Seller in writing.

INITIATION; CONFIRMATION; TERMINATION; FEES. 2.1 Subject to the terms and conditions set forth in this Agreement (aincluding, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) Each Seller may, the Buyers shall from time to time during separately enter into Transactions with Seller on any Business Day from and including the Revolving PeriodEffective Date to but excluding the Termination Date and pursuant to any such Transaction, request Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Buyer the aggregate Repurchase Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more Mortgage Loans any assets proposed to be sold to the Buyer by such SellerSeller solely in accordance with Exhibit VII attached hereto. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by The Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans proposed to be sold to the Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as the Buyer determines is necessary in Buyer’s sole and absolute discretiondetermines. Notwithstanding any provision to the contrary herein or any other Transaction Document, The Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions that they shall not purchase any or all of the New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction, which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. On each Subsequent Purchase Date, which shall be no less than two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any time exceed such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the Facility Amountrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller mayOn or after the Initial Commitment Commencement Date and prior to the Commitment Expiration Date and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), one or more proposals to time during the Revolving Period, request that Buyer enter into a Transaction may be requested by Seller as provided below; provided, however, that the aggregate of the Repurchase Prices (excluding Other Price Components) for all Transactions purchased hereunder and outstanding at any one time (i.e., which shall not then have not been repurchased by Seller) shall not exceed the Facility Amount. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to one or more Mortgage any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as Buyer determines is necessary in good faith. Within five (5) Business Days after Seller’s certification to Buyer that Seller has delivered to Buyer all Diligence Materials and other required documentation with respect to any Loan(s) Seller requests Buyer to consider for purchase under the terms of this Agreement, Buyer agrees to provide Seller with Buyer’s sole and absolute discretiondetermination of the completeness of the Diligence Materials including Buyer’s request of any additional or missing documentation with respect to such Loan(s), if any. Notwithstanding Seller shall provide Buyer with any provision to the contrary herein such additional or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loanmissing documentation within three (3) Business Days after request thereof (“Additional Submission”), and whether Buyer agrees to reject any request to purchase provide Seller with confirmation of the completeness of such Mortgage Loan. The Aggregate Repurchase Price documentation (or notice of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amount.such missing or

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller maySubject to the terms and conditions set forth in this Agreement (including, from time without limitation, the Transaction Conditions Precedent specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding accrued Price Differential) with respect to one or more Mortgage Loans the Purchased Assets as of the date of determination for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the date (the “Outside Purchase Date”) which is six (6) months prior to the Repurchase Date (as same may be extended). Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval solely in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions accordance with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage LoanExhibit VIII attached hereto. Buyer and its representatives shall have the right to review all Mortgage Loans Eligible Assets proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Assets as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in the exercise of its sole good faith business judgment, that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. It shall be an additional condition precedent to any Transaction that all Eligible Assets sold to Buyer in Transactions will comply with the conditions set forth on Schedule I attached to this Agreement. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and absolute discretion, whether a Mortgage Loan qualifies as Seller following the approval of an Eligible LoanAsset by Buyer in accordance with Exhibit VIII hereto, and whether each Purchased Asset shall be transferred to reject any request Buyer or its agent against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller.

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

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Subject to the terms and conditions set forth in this Agreement (including, without limitation, the Facility Conditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate of the Maximum Repurchase Price for the subject Transaction when added to the Maximum Repurchase Prices of all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of an Event of Default or during the thirty (30) day period immediately prior to the Facility Expiration Date (other than Subsequent Purchases during such thirty (30) day period, if applicable). Seller may, from time to time during time, submit to Buyer a Transaction Request, in the Revolving Periodform of Exhibit VIII attached hereto (the “Transaction Request”), request that Buyer for Buyer’s review and approval in order to enter into a the initial Transaction with respect to one any Eligible Mortgage Loan that Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within five (5) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Maximum Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Mortgage Loan or more (ii) deny Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to Seller within five (5) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review each Mortgage Loans Loan proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer request additional diligence materials and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction deliveries from Seller and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Loan as Buyer determines is necessary in Buyer’s its sole and absolute discretion. Notwithstanding any provision Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the contrary herein or any other Transaction Document, Mortgage Loan proposed to be sold to Buyer or Repo Agent by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole and absolute discretion, whether a discretion that it shall not purchase any or all of the Mortgage Loan qualifies as proposed to be sold to Buyer by Seller. On the Initial Purchase Date for the Transaction, which shall be not less than two (2) Business Days following the approval of an Eligible LoanMortgage Loan by Buyer, and whether the Purchased Mortgage Loan shall be transferred to reject any request Buyer or Custodian against the transfer of the Initial Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountFunding Account.

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

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan and, if applicable, a request that the Purchase Price be remitted to the Disbursement Account (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer Xxxxx to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. 2.1 Subject to the terms and conditions set forth in this Agreement (aincluding, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) Each Seller may, the Buyers shall from time to time during separately enter into Transactions with Seller on any Business Day from and including the Revolving PeriodClosing Date to but excluding the Termination Date and pursuant to any such Transaction, request Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Buyer the aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more Mortgage Loans any assets proposed to be sold to the Buyer by such SellerSeller solely in accordance with Exhibit VII attached hereto. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by The Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans and Eligible Securities proposed to be sold to the Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans and Eligible Securities as the Buyer determines is necessary in Buyer’s sole and absolute discretiondetermines. Notwithstanding any provision to the contrary herein or any other Transaction Document, The Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions that they shall not purchase any or all of the New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction, which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days (unless such two (2) Business Day requirement is waived by Buyer) from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. On each Subsequent Purchase Date, which (unless such two (2) Business Day requirement is waived by Buyer) shall be no less than two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any time exceed such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the Facility Amountrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to the Facility Expiration Date. Seller may, from time to time during time, submit to Buyer a Transaction Request, in the Revolving Periodform of Exhibit VIII attached hereto, request that Buyer for Buyer’s review and approval in order to enter into a Transaction with respect to one any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for the Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request and diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or more Mortgage (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a Mortgage Loan qualifies as date mutually agreed upon by Buyer and Seller following the approval of an Eligible LoanLoan by Buyer, and whether the Purchased Loan shall be transferred to reject any request Buyer against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller maymay prior to the Facility Termination Date, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request New Assets by submitting the Purchased Loan Information a Preliminary Due Diligence Package for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo AgentBuyer’s review and approval. All fundings are subject to Repo Agent, which approval shall be in Buyer’s approval in its sole and absolute discretion. This Agreement is not a commitment by Notwithstanding anything to the contrary herein, Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under shall have no obligation to agree to enter into, or to enter into, any Transaction, to consider for purchase any Mortgage LoanNew Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Buyer and its representatives shall have the right to review all Mortgage Loans New Assets proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, New Assets as Buyer determines is necessary in Buyer’s sole and absolute discretion, including, without limitation, any applicable lender licensee requirements with respect to any New Asset. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determinationdetermine, in its sole and absolute discretion, whether a Mortgage Loan New Asset qualifies as an Eligible Loan, and Asset or whether to reject any request New Asset proposed to purchase such Mortgage Loanbe sold to Buyer by Seller. The Aggregate Repurchase Price Notwithstanding anything in this Agreement to the contrary, prior to Seller requesting Buyer enter into a Transaction (or, for the avoidance of Purchased Loans subject doubt, Buyer entering into any Transaction) with respect to outstanding Transactions one or more New Assets that consist of any Mezzanine Loan or Mezzanine Loans, Buyer shall not at any time exceed receive an opinion of counsel in form and substance satisfactory to Buyer as to the Facility Amountsafe harbor treatment for “securities contracts” and “master netting agreements” under the Bankruptcy Code covering mezzanine loans.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer Xxxxx to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amount.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller maySubject to the terms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding the Price Differential with respect to one or more Mortgage the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval solely in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions accordance with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage LoanExhibit VIII attached hereto. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans and Eligible Securities proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans and Eligible Securities as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in the exercise of its sole and absolute discretiongood faith business judgment, whether a Mortgage Loan qualifies as that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible LoanLoan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, and whether the Purchased Securities shall be transferred to reject any request Buyer or its agent against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller maySubject to the terms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount, (ii) Buyer shall not have any obligation to enter into Transactions with respect Seller after the occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan Facility Expiration Date, and (a “Transaction Request”iii) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This this Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for the Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request and diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, to purchase any Mortgage Loanunless Buyer and Seller have agreed otherwise in writing. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a Mortgage Loan qualifies as date mutually agreed upon by Buyer and Seller following the approval of an Eligible LoanLoan by Buyer, and whether the Purchased Loan shall be transferred to reject any request Buyer against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Subject to the terms and conditions set forth in this Agreement (including the Facility Conditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of any Seller as provided below; provided, however, that the aggregate of the Repurchase Price for the subject Transaction when added to the Repurchase Prices of all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction. Any Seller may, from time to time during time, submit to Buyer a Transaction Request, in the Revolving Periodform of Exhibit VIII attached hereto (the “Transaction Request”), request that Buyer for Buyer’s review and approval in order to enter into a the initial Transaction with respect to one any Eligible Loan that such Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within twenty (20) Business Days and following receipt of internal credit approval, either (i) notify such Seller of the Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Loan or more Mortgage Loans (ii) deny such Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to such Seller within twenty (20) Business Days shall be deemed to be a denial of such Seller’s request for a Transaction, unless Buyer and such Seller have agreed otherwise in writing. Buyer shall have the right to review each Loan proposed to be sold to Buyer in any initial Transaction with respect thereto, request additional diligence materials and deliveries from the applicable Seller and to conduct its own due diligence investigation of such Loan as Buyer determines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Loan proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in the exercise of its sole and absolute discretiondiscretion that it shall not purchase any or all of the Loan proposed to be sold to Buyer by any Seller. On the Initial Purchase Date for the Transaction, whether a Mortgage Loan qualifies as which shall be not less than three (3) Business Days following the approval of an Eligible LoanLoan by Buyer, and whether the Purchased Loan shall be transferred to reject any request Buyer against the transfer of the Initial Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountFunding Account.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller mayOn or after the date hereof and prior to the Repurchase Date and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that entering into any Transaction shall be in Buyer’s sole and absolute discretion. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to one or more Mortgage Loans any assets proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval solely in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions accordance with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage LoanExhibit IX attached hereto. Buyer and its representatives shall have the right to review all Mortgage Loans Eligible Assets proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Assets as Buyer determines is necessary in Buyer’s sole determines. Upon receipt of all Diligence Materials, Buyer shall complete its due diligence review and absolute discretion. Notwithstanding any provision financial modeling with respect to the contrary herein or any other Transaction Document, assets proposed to be sold to Buyer or Repo Agent by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole and absolute discretion, whether that it shall not purchase any or all of the assets proposed to be sold to Buyer by Seller, such determination to be made no later than ten (10) Business days from Buyer’s receipt of the Diligence Materials. Any failure by Buyer to respond within ten (10) Business Day shall constitute a Mortgage Loan qualifies refusal to purchase the Eligible Asset(s). On the Purchase Date for the Transaction which shall occur no later than forty-five (45) calendar days (or such longer period as may be mutually agreed between Buyer and Seller) following the date of the approval of an Eligible LoanAsset by Buyer in accordance with Exhibit IX hereto, and whether the Purchased Assets shall be transferred to reject any request Buyer or its agent against the transfer of the Purchase Price in immediately available funds to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amountan account designated by Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller maySubject to the terms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding the Price Differential with respect to one the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the Agreement. Seller shall give Buyer written notice of each proposed Transaction, including (x) designation of any assets during the CDO Ramp-Up Period as CDO Eligible Assets or more Mortgage Loans Non-CDO Eligible Assets and (y) with respect to any CDO Eligible Assets during the CDO Ramp-Up Period, Seller's election of the Original Purchase Percentage as defined for such asset (i.e., an Original Purchase Percentage equal to 77% or as specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement); provided, that, with respect to any CDO Eligible Asset during the CDO Ramp-Up Period, if Seller elects an Original Purchase Percentage equal to 77% instead of the "Original Purchase Percentage" specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement, then Seller shall be obligated to meet the requirements set forth in Section 12(r) of this Agreement. Any assets designated as CDO Eligible Assets by Seller shall conform (in approximate terms as acceptable to Buyer) to the parameters set forth in Schedule II attached to this Agreement. Buyer shall inform Seller of Buyer's determination with respect to any assets proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval solely in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions accordance with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage LoanExhibit VIII attached hereto. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans and Eligible Securities proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans and Eligible Securities as Buyer determines is necessary in Buyer’s sole and absolute discretionreasonably determines. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in the exercise of its sole and absolute discretiongood faith business judgment, whether a Mortgage Loan qualifies as that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible LoanLoan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, and whether the Purchased Securities shall be transferred to reject any request Buyer or its agent against the transfer of the Purchase Price to purchase such Mortgage Loan. The Aggregate Repurchase Price an account of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility AmountSeller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller mayOn or after the date hereof and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 2(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that entering into any Transaction shall be in Buyer's sole and absolute discretion and that the aggregate Outstanding Purchase Price for all Transactions shall not exceed the Maximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to one or more Mortgage Loans any assets proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval solely in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions accordance with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage LoanExhibit X attached hereto. Buyer and its representatives shall have the right to review all Mortgage Loans Eligible Assets proposed to be sold to Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Assets as Buyer determines is necessary determines. The expenses of any such due diligence review shall be paid in Buyer’s sole accordance with Section 20 of this Agreement. Upon receipt of all Diligence Materials and absolute discretion. Notwithstanding any provision other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the contrary herein or any other Transaction Document, assets proposed to be sold to Buyer or Repo Agent by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole and absolute discretion, whether a Mortgage Loan qualifies as that it shall not purchase any or all of the assets proposed to be sold to Buyer by Seller, such determination to be made in accordance with Exhibit X attached hereto. On the Purchase Date for the Transaction which shall be not less than one (1) Business Day following the approval of an Eligible LoanAsset by Buyer in accordance with Exhibit X hereto, and whether the Purchased Assets shall be transferred to reject any request Buyer or its agent against the transfer of the Purchase Price in immediately available funds to purchase an account designated by Seller. To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Asset which is an Eligible Asset of the type described in clause (ii) of the definition thereof (i.e., such Mortgage Loan. The Aggregate Repurchase Price Eligible Asset does not satisfy the characteristics described in clause (i) of Purchased Loans subject the definition thereof), then such asset shall be deemed to outstanding Transactions shall not at any time exceed the Facility Amountbe an Eligible Asset for all purposes of this Agreement.

INITIATION; CONFIRMATION; TERMINATION; FEES. 2.1 Subject to the terms and conditions set forth in this Agreement (aincluding, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) Each Seller may, the Buyers shall from time to time during separately enter into Transactions with Seller on any Business Day from and including the Revolving PeriodClosing Date to but excluding the Termination Date and pursuant to any such Transaction, request Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Buyer the aggregate Xxxxxxxxxx Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more Mortgage Loans any assets proposed to be sold to the Buyer by such SellerSeller solely in accordance with Exhibit VII attached hereto. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by The Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Eligible Loans and Eligible Securities proposed to be sold to the Buyer in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans and Eligible Securities as the Buyer determines is necessary in Buyer’s sole and absolute discretiondetermines. Notwithstanding any provision to the contrary herein or any other Transaction Document, The Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions that they shall not purchase any or all of the New Assets proposed to be sold to the Buyer by Seller. On the Purchase Date for the Transaction, which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its agent against the transfer of the Purchase Price to an account of Seller. On each Subsequent Purchase Date, which shall be no less man two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any time exceed such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the Facility Amountrelevant Purchased Asset.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller mayOn or after the Initial Purchase Date and prior to the Repurchase Date and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time during the Revolving Period, request that Buyer enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to one or more Mortgage the Purchased Loans as of the date of determination) for all Transactions shall not exceed the Maximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, Eligible Loans as Buyer determines is necessary in Buyer’s sole determines. Upon receipt of all Diligence Materials and absolute discretion. Notwithstanding any provision other reasonably required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the contrary herein or any other Transaction Document, assets proposed to be sold to Buyer or Repo Agent by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole and absolute discretion, whether that it shall not purchase any or all of the assets proposed to be sold to Buyer by Seller and Buyer's failure to make such a Mortgage Loan qualifies as determination shall constitute a refusal to purchase the Eligible Loan(s). On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible LoanLoan by Buyer in accordance with Exhibit VIII hereto, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of the Purchased Loans subject shall be transferred to outstanding Transactions Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account designated by Seller. To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Loan which is an Eligible Loan of the type described in clause (iv) of the definition thereof (i.e., such Eligible Loan does not satisfy the characteristics described in clauses (i)-(iii) of the definition thereof), then such loan shall not at any time exceed the Facility Amountbe deemed to be an Eligible Loan for all purposes of this Agreement.