Common use of Sales Clause in Contracts

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (together, the “Prospectuses”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all. (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agree, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. (c) In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and the risks associated with investing in the Fund, including but not limited to: (i) no secondary market is expected to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverage.

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms Each of the applicable then current prospectus Borrower and statement the Collateral Manager recognizes that an Agent may be unable to effect a public sale of additional information (“SAI”) any or all of the Fund (togetherCollateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, the “Prospectuses”). Dealer agrees to act only as principal in notwithstanding such transactions and circumstances, agree that any such private sale shall not be deemed to have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer been made in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent commercially unreasonable manner solely by virtue of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as being a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at allprivate sale. (b) It is expected Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each Fund will offer its Shares and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a continuous offering at net asset value. The parties acknowledge and agree, however, defense that there is no assurance that has been a Fund will engage Payment in a continuous offering of its Shares and may determine not to do so in its sole discretionFull. (c) In connection Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with Dealer’s recommendations the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to its customers regarding investment be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a Fundcommercially reasonable manner, Dealer agrees it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to make appropriate disclosures to such customers regarding sales charges and commissions outlined decline speedily in “Sales Charges & Commissions” below value. The Borrower and the risks associated Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with investing the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the Fund, including but not limited to: following provisions: (i) no secondary market is expected to develop for the Fund’s shares; Collateral Agent conducts such foreclosure sale in the State of New York; (ii) there such foreclosure sale is no guarantee that an investor will be able to sell all conducted in accordance with the shares that Laws of the investor desires to sell in the Repurchase Offers (as defined below)State of New York; and (iii) an investor should consider an investment not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Fund Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to be the contrary herein or in any Facility Document, in connection with any liquidation or disposition of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the FundCollateral, including without limitation, upon the risks associated termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with leveragethis clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (ai) Dealer Each of the Borrower, the Collateral Manager, and the Equityholder recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will offer be obliged to agree, among other things, to acquire such securities for their own account for investment and sell not with a view to the Shares only at distribution or resale thereof. Each of the Borrower, the Collateral Manager, and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public offering prices which sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be currently under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower and the Collateral Manager further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral pursuant to this Section 4(d) valid and binding and in effectcompliance with any and all other requirements of Applicable Law. (iii) Each of the Borrower, the Collateral Manager, and the Equityholder further agrees that a breach of any of their covenants contained in this Section 4(d) will cause irreparable injury to the Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 4(d) shall be specifically enforceable against the Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower, the Collateral Manager, and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (iv) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Equityholder that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower, the Collateral Manager, and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (3) shall be considered to be commercially reasonable notwithstanding that the Secured Party purchases the Borrower Collateral at such a sale. (v) Each of the Borrower, the Collateral Manager, and the Equityholder agrees that the Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Administrative Agent pursuant to this Agreement. The Administrative Agent may, in its sole discretion, subject to Applicable Law, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers in accordance with the terms UCC. Each of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (togetherBorrower, the “Prospectuses”). Dealer Collateral Manager, and the Equityholder hereby agrees that the Administrative Agent shall have the right to act only as principal in such transactions conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower, the Collateral Manager, and the Equityholder hereby waive any claims against the Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have authority been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to act as an agentmore than one bidder; provided that Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, broker or employee each of the Borrower, the Collateral Manager, and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with respect the following provisions shall be considered a commercially reasonable sale, and each of the Borrower, the Collateral Manager, and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Administrative Agent conducts such foreclosure sale in the State of New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not more than thirty days before, and not less than three Business Days in advance of such foreclosure sale, the Administrative Agent notifies the Borrower, the Collateral Manager, and the Equityholder at the address set forth herein of the time and place of such foreclosure sale. (vi) Notwithstanding anything in this Section 4 to the Fundcontrary, Distributor (A) the Administrative Agent shall give not less than three Business Days prior written notice to the Collateral Manager and the Equityholder of any proposed private sale, transfer or other disposition of any other dealer Borrower Collateral (including the amount of the Termination Obligations); (B) the Collateral Manager, the Equityholder or their respective designee may, but shall not be required to, offer to buy any item of Borrower Collateral following receipt of the notice described in any respectclause (A); except thatprovided that the Administrative Agent shall be entitled to reject such offer in its sole discretion and, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent delivery of such notice or the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by such offer, shall remain entitled to engage other potential buyers and continue with any investor shall be the applicable minimum amount proposed private sale, transfer or other disposition described in the applicable then current Prospectuses, subject such notice or to refrain from selling any such waivers as may be described item of Borrower Collateral, in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all. (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agreecase, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. ; (cC) In connection with Dealer’s recommendations within three (3) Business Days of receipt of the written notice provided for in clause (A) above, the Collateral Manager, the Equityholder or their respective designee may provide a bid on the Borrower Collateral equal to or greater than the Termination Obligations then due and if the Administrative Agent determines in its customers regarding investment discretion based on evidence provided by the Collateral Manager or the Equityholder (or their designee) that (x) the Collateral Manager or the Equityholder (or their designee), as applicable, has cash and cash equivalents (or financing) sufficient to purchase the Borrower Collateral on any date set by the Administrative Agent for such purchase or (y) the Collateral Manager (or its designee), as applicable, has cash and cash equivalents (or financing) equal to at least 102.5% of the Termination Obligations plus any outstanding expenses payable by the Borrower, the Administrative Agent shall accept such amounts or bid and upon receipt of an amount equal to the Termination Obligations, this Agreement shall terminate and (D) to the extent any Borrower Collateral is to be disposed of in a Fundpublic sale, Dealer agrees the Collateral Manager or the Equityholder (or any Affiliate or designee thereof) shall be entitled, subject to make appropriate disclosures to and in accordance with any rules of such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and public sale established by the risks associated with investing in the FundAdministrative Agent, including but not limited to: (i) no secondary market is expected any standard and customary eligibility requirements for bidders in such public sale, to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be bid on each such item of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the FundBorrower Collateral being sold, including the risks associated with leveragetransferred or otherwise disposed of.

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms Each of the applicable then current prospectus Borrower and statement the Collateral Manager recognizes that an Agent may be unable to effect a public sale of additional information (“SAI”) any or all of the Fund (togetherCollateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, the “Prospectuses”). Dealer agrees to act only as principal in notwithstanding such transactions and circumstances, agree that any such private sale shall not be deemed to have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer been made in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent commercially unreasonable manner solely by virtue of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as being a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at allprivate sale. (b) It is expected Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each Fund will offer its Shares and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a continuous offering at net asset value. The parties acknowledge and agree, however, defense that there is no assurance that has been a Fund will engage Payment in a continuous offering of its Shares and may determine not to do so in its sole discretionFull. (c) In connection Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with Dealer’s recommendations the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to its customers regarding investment be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a Fundcommercially reasonable manner, Dealer agrees it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to make appropriate disclosures to such customers regarding sales charges and commissions outlined decline speedily in “Sales Charges & Commissions” below value. The Borrower and the risks associated Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with investing the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the Fund, including but not limited to: following provisions: (i) no secondary market is expected to develop for the Fund’s shares; Collateral Agent conducts such foreclosure sale in the State of New York; (ii) there such foreclosure sale is no guarantee that an investor will be able to sell all conducted in accordance with the shares that Laws of the investor desires to sell in the Repurchase Offers (as defined below)State of New York; and (iii) an investor should consider an investment not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Fund Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to be the contrary herein or in any Facility Document, in connection with any liquidation or disposition of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the FundCollateral, including without limitation, upon the risks associated termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with leveragethis clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to (and in accordance with) Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms Each of the applicable then current prospectus Borrower and statement the Collateral Manager recognizes that an Agent may be unable to effect a public sale of additional information (“SAI”) any or all of the Fund (togetherCollateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, the “Prospectuses”). Dealer agrees to act only as principal in notwithstanding such transactions and circumstances, agree that any such private sale shall not be deemed to have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer been made in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent commercially unreasonable manner solely by virtue of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as being a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at allprivate sale. (b) It is expected Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each Fund will offer its Shares and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a continuous offering at net asset value. The parties acknowledge and agree, however, defense that there is no assurance that has been a Fund will engage Payment in a continuous offering of its Shares and may determine not to do so in its sole discretionFull. (c) In connection Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with Dealer’s recommendations the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to its customers regarding investment be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a Fundcommercially reasonable manner, Dealer agrees it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to make appropriate disclosures to such customers regarding sales charges and commissions outlined decline speedily in “Sales Charges & Commissions” below value. The Borrower and the risks associated Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with investing the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the Fund, including but not limited to: following provisions: (i) no secondary market is expected to develop for the Fund’s shares; Collateral Agent conducts such foreclosure sale in the State of New York; (ii) there such foreclosure sale is no guarantee that an investor will be able to sell all conducted in accordance with the shares that Laws of the investor desires to sell in the Repurchase Offers (as defined below)State of New York; and (iii) an investor should consider an investment not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Fund Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to be the contrary herein or in any Facility Document, in connection with any liquidation or disposition of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the FundCollateral, including without limitation, upon the risks associated termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with leveragethis clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (together, the “Prospectuses”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all.. Selected Dealer Agreement (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agree, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. (c) In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and the risks associated with investing in the Fund, including but not limited to: (i) no secondary market is expected to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverage.

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (together, the “Prospectuses”), including any applicable sales charge or commission imposed by the Fund. For Shares for which the Fund does not impose a sales charge or commission, Dealer may impose commissions or other fees (“Dealer-Imposed Commissions”) that it may charge in its discretion in accordance with applicable law and regulations and applicable guidance issued by the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer of Shares in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds and Distributor for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such reductions and waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all. Notwithstanding anything to the contrary in this Agreement, Distributor will consider any requests to cancel or reverse an Order with respect to Shares of a Fund in accordance with such Fund’s Policy and Procedures to Ensure Correct Fund Shares Processing. (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agree, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. (c) In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and customers, including stating (a) the risks associated with investing in the Fund, including but not limited to: (i) no secondary market is expected to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverageleverage and other risks associated with an investment in the Fund; and (b) if applicable, (i) whether Dealer charges any Dealer-Imposed Commission and (ii) that the customer should carefully read the Prospectus to determine whether the customer may be able to purchase Shares directly from the Fund at a more favorable fee structure resulting in an overall lower cost to the customer. (d) The parties agree and Dealer acknowledges that any obligations arising in connection with this Agreement under FINRA Rule 2111 (the “Suitability Rule”) and/or Rule 15l-1 under the Securities Exchange Act of 1934, as amended (“Regulation Best Interest”) shall be the responsibility of Dealer and not of Distributor. Dealer agrees to recommend Shares to a customer only if Dealer has determined that the recommendation is, as applicable, suitable for the customer in accordance with the requirements under the Suitability Rule or in the best interests of the customer in accordance with the requirements under Regulation Best Interest. Dealer understands that these responsibilities apply to any prospective investment in Shares by Dealer’s customers, including Shares that may be acquired in an exchange of shares from the customer’s investment in an open-end investment company (which generally will have substantially greater liquidity than an investment in a Fund). Dealer shall comply with all applicable law, including with respect to disclosure of any Dealer-Imposed Commissions.

Sales. (a) Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (together, the “Prospectuses”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all. (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agree, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. (c) In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and the risks associated with investing in the Fund, including but not limited to: (i) no secondary market is expected to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverage.

Sales. The Distributor shall use best efforts to identify to the Trust, orally or in writing, potential investors, on a global basis, which shall be sophisticated and financially qualified individuals and institutional investors. Such potential investors may include, but will not be limited to, trusts, high net worth individuals, family offices, funds of funds, professional investors, corporations, pension plans, ERISA plans, endowments, banks and other sophisticated and qualified entities. While the Distributor does not guarantee the eligibility of any prospective investor, and it is the Trust’s sole responsibility to determine the same, the Distributor will only approach a potential investor that it reasonably believes is an “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “1933 Act”). The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Registration Statement. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Distributor agrees that no prospective investors will be deemed accepted by the Trust as an investor in the Portfolios until appropriate subscription documents are accepted from such potential investor and executed by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. The Distributor covenants that at such time as a potential investor requests written information regarding the Portfolios the Distributor shall: (a) Dealer will offer and sell notify the Shares only at Trust promptly; (b) provide the public offering prices which shall be currently in effect, in accordance Trust with the terms e-mail address of such potential investor; and (c) direct the Trust to deliver to such potential investor the applicable then current prospectus and statement of additional information (“SAI”) of Private Placement Memorandum, including the Fund (together, the “Prospectuses”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) Subscription Agreement and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Ordersexhibits. The minimum dollar purchase of Distributor will not offer any shares of the Fund by Portfolios for sale on the basis of any investor shall be communications or documents relating to the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at all. (b) It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agree, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so in its sole discretion. (c) In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and the risks associated with investing in the Fund, including but not limited toPortfolios except: (i) no secondary market is expected to develop for the Fund’s sharesapplicable Private Placement Memorandum; (ii) there is no guarantee that an investor will be able any cover or transmittal letter satisfactory in form and substance to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below)Trust; and (iii) an investor should consider an investment any other information or documents approved in writing by the Trust. The Distributor will not make any untrue statement of any material fact to any offeree or purchaser of shares of a Portfolio (other than any such statement that is based upon information contained in the Fund applicable Private Placement Memorandum or in any selling material approved in writing by the Trust, which information the Distributor believes to be true at the time such statement is made). On every sale, the Trust shall receive the net asset value of limited liquidity; (iv) investing the shares. The net asset value of the shares shall be determined in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing manner provided in the FundAmended and Restated Agreement and Declaration of Trust, including as from time to time amended or restated (the risks associated with leverage“Declaration of Trust”), and the By-laws of the Trust, as from time to time amended or restated.

Sales. (a) Dealer will offer and sell Subject to the Shares only at the public offering prices which shall be currently servicing standards described in effect, in accordance with the terms of the applicable then current prospectus and statement of additional information (“SAI”) of the Fund (togetherSection 4.1 hereof, the “Prospectuses”)Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with arranging for the sale by the Issuer of Mortgage Loans to Mortgage Loan Buyers. Dealer agrees The Servicer shall have no liability to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee the Issuer with respect to any sale, provided that the Fund, Distributor or any other dealer Servicer arranges for such sale in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable good faith pursuant to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance procedures utilized by the Servicer in connection with Dealer’s or any Indirect Intermediary’s receipt sale of Ordersnonprime mortgage loans held for its own account. The minimum dollar purchase proceeds of shares sale of any Mortgage Loans will be remitted to the Fund Collateral Agent and will be deposited into the Collateral Account maintained by any investor shall be the applicable minimum amount described in Collateral Agent on the applicable then current Prospectuses, subject to any such waivers as may be described in the Prospectuses. All Orders are subject to acceptance by Distributor on behalf day of the Fund and become effective only upon confirmation by Distributor on behalf of the Fund; the Fund and Distributor reserve the right to reject any purchase or exchange Order for any reason or for no reason at allreceipt. (b) It is expected that With respect to each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and agreesale of Mortgage Loans entered into by the Issuer, however, that there is no assurance that a Fund will engage in a continuous offering of its Shares and may determine not to do so the Company (in its sole discretioncapacity as Servicer and as Seller) shall: (i) cooperate fully with the Issuer, any prospective Mortgage Loan Buyer, or any party to any agreement executed in connection with the sale of such Mortgage Loans, with respect to all reasonable requests and due diligence procedures and use its best efforts to facilitate such sale; (ii) either (A) restate, as of the closing date of such sale, the representations and warranties contained in Section 3.1 hereof and state that, except as otherwise disclosed in writing by the Servicer to the Mortgage Loan Buyer, each of the representations and warranties with respect to such Mortgage Loans contained in Section 3.2 hereof, are true as of the closing date of such sale (and for this purpose, references to the knowledge of the Seller shall mean the knowledge of the Servicer) or (B) negotiate such representations and warranties as are reasonably acceptable to such Mortgage Loan Buyer; (iii) deliver to the Issuer for inclusion in any prospectus or other offering material such written information regarding the Seller, its nonprime mortgage loan origination and servicing experience and its nonprime mortgage loan delinquency, foreclosure and loss experience, and, as to the Performance Guarantor, its financial condition, as shall be reasonably requested by the Issuer and indemnify and hold harmless the Issuer against any and all liabilities, losses and expenses arising under the Securities Act in connection with any material misstatement contained in such written information or any omission of a material fact the inclusion of which was necessary to make such written information not materially misleading; (iv) deliver to the Issuer and to any Person designated by the Issuer, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant to clause (iii) above as shall be reasonably requested by the Issuer; (v) deliver to the Issuer, and to any Person designated by the Issuer, such opinions of counsel as are customarily delivered by originators/servicers in connection with sales; and (vi) no later than 4:00 p.m. Eastern time on the Business Day preceding the date that such Mortgage Loans are scheduled to be sold (each, a “Sale Date”) deliver to the Issuer, the Collateral Agent and the Swap Counterparties a written notice (each, a “Sale Notice”), which shall, at a minimum, set forth the proposed sale price or aggregate sale price for such Mortgage Loans (the “Sale Price”), a summary description of the procedures used by the Servicer on behalf of the Issuer to determine such Sale Price, and the proposed buyer of such Mortgage Loans (including whether such proposed buyer is a Securitization Vehicle). All Mortgage Loans not sold or transferred pursuant to a sale shall continue to be serviced pursuant to the terms of this Mortgage Loan Purchase and Servicing Agreement. (c) In connection [Reserved] (d) Upon the sale of any Mortgage Loan, the rights and obligations of the Servicer hereunder with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures respect to such customers regarding sales charges Mortgage Loan shall be terminated on the effective date of such sale. Upon written request from the Issuer, the Servicer shall prepare, execute and commissions outlined deliver to the successor entity designated by the Issuer any and all documents and other instruments, place or cause to be placed in “Sales Charges & Commissions” below such successor’s possession the Mortgage Loan File, and do or cause to be done all other acts or things necessary or appropriate to effect the risks associated with investing in the Fundpurposes of such termination, including but not limited to: to the transfer and endorsement or assignment of the Mortgage Loan and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to any Collection Account or thereafter received with respect to the Mortgage Loan, subject to the Servicer’s right to withdraw any amounts it is entitled pursuant to this Mortgage Loan Purchase and Servicing Agreement. (e) If the Servicer arranges for the sale of Mortgage Loans by the Issuer pursuant to the Mortgage Loan Purchase and Servicing Agreement and the Sale Price of any Mortgage Loan or Mortgage Loans is anticipated to be less than the Outstanding Purchase Price of such Mortgage Loan or Mortgage Loans, the Servicer shall give each Swap Counterparty written notice of the anticipated Sale Price of such Mortgage Loan or Mortgage Loans in advance of such sale. Such written notice shall also include a summary description of the procedure used in the determination of the Sale Price. The Designated Swap Counterparty shall have two (2) Business Days from the receipt of such written notice to dispute the Sale Price; provided, that the Designated Swap Counterparty shall not dispute the Sale Price of any single Mortgage Loan if the sale of such Mortgage Loan was pursuant to a sale agreement for a pool of Mortgage Loans and the aggregate Sale Price for such pool is equal to or greater than 102% of the aggregate Outstanding Principal Balances for the Mortgage Loans in such pool; provided, further, that the Servicer may request in writing that the Designated Swap Counterparty waive its right to dispute a sale of a Mortgage Loan or Mortgage Loans; such request shall be deemed to have been granted if (i) no secondary market is expected the Designated Swap Counterparty shall not have responded by the close of business San Diego time on the date such request was received by the Designated Swap Counterparty so long as such request was received by 3:00 Eastern time on such date (otherwise such request shall be deemed to develop for have been received on the Fund’s shares; next following Business Day) and (ii) there is no guarantee that an investor will (A) the Seller, as swap counterparty under each of the Back-to-Back Swaps, shall have made or shall make all payments, if any, to be able made under the Back-to-Back Swaps related to sell all the shares that sale of such Mortgage Loan or Mortgage Loans prior to or concurrent with such sale and (B) such payments under the investor desires Back-to-Back Swaps shall not be subject to sell the limitations set forth in the Repurchase Offers provisos of the first sentence of the Party B First Floating Rate Amount (as defined below); (iii) an investor should consider an investment in the Fund Back-to-Back Swaps) or any similar limitation in any replacement Back-to-Back Swap. If the Designated Swap Counterparty disputes the Sale Price, the Servicer and the Designated Swap Counterparty shall use their best efforts to resolve such dispute within two (2) Business Days of receipt by the Servicer of notice of such dispute. If the Designated Swap Counterparty disputes the Sale Price of any Mortgage Loan or Mortgage Loans and such dispute is not resolved, then the Designated Swap Counterparty, or its designee, shall be permitted to purchase such Mortgage Loan or Mortgage Loans (the “Purchase Option”) at a price at least equal to 102% of limited liquidity; the Sale Price (ivthe “Bid Price”) investing within three (3) Business Days of receipt by the Designated Swap Counterparty of the written notice of the Sale Price. If the Designated Swap Counterparty waives its right to dispute a sale of a Mortgage Loan or Mortgage Loans, fails to dispute the Sale Price within two (2) Business Days after receipt of notice of the Sale Price, or fails (or such designee fails) to pay the Bid Price for such Mortgage Loan or Mortgage Loans within three (3) Business Days after receipt of notice of the Sale Price, the Servicer shall be permitted to sell such Mortgage Loan or Mortgage Loans in accordance with the Fund’s shares may be speculative Mortgage Loan Purchase and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverageServicing Agreement.