Other Fees. The Borrower shall pay to the Administrative Agent for its own account, in Dollars, fees in the amounts and at the times specified in the Agency Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

The Borrowers shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter (if any).

Issuance of Agency Securities. Upon the written approval of [[Organization B:Organization]] and subject to # [[Organization C:Organization]]’s prompt delivery to the applicable Agency any and all documents necessary to enable such Agency to make Delivery to [[Organization B:Organization]] or its designee of an Agency Security backed by the related Purchased Mortgage Loans and # receipt of the applicable Trade Assignment, [[Organization C:Organization]] may cause Purchased Mortgage Loans to be pooled for the purpose of backing an Agency Security. At such time as an Agency Security backed by a pool of Purchased Mortgage Loans is delivered to [[Organization B:Organization]] by the applicable Agency, # such Agency Security shall immediately and with no further action on the part of [[Organization B:Organization]], [[Organization C:Organization]] or Custodian become subject to a Transaction hereunder and # the pool of Purchased Mortgage Loans backing such Agency Security shall immediately and with no further action on the part of [[Organization B:Organization]], [[Organization C:Organization]] or Custodian no longer be subject to a Transaction hereunder and [[Organization B:Organization]] shall have been deemed to release any ownership and/or security interest it has in such pool of Purchased Mortgage Loans.

Subject to Section 4(b) below, upon the occurrence and during the continuation of any Event of Default (and provided that # Aegis shall have determined that an Event of Defaults exists and provided written notice of such Event of Default to the Pari Passu Creditors and/or # the ​-District Creditors shall have determined that an Event of Default exists and provided written notice of such Event of Default to Aegis), Aegis, in its capacity as Agent hereunder, shall have the right, without the consent of any Pari Passu Creditor, to take (or to determine not to take) any of the following actions on behalf of Aegis with respect to their share of the Pari Passu Debt and on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt (provided, that any and all of the following actions taken or determined not to be taken by Agent with respect to any portion of Pari Passu Debt shall be taken by Agent with respect to all of the Pari Passu Debt, without regard to Aegis’ share thereof or the Pari Passu Creditors’ share thereof): # declare one or more Events of Default; # give notice to any Obligor of any Event of Default; # take Enforcement Actions against any of the Obligors and/or the Collateral (provided that the Pari Passu Creditors may join in any such Enforcement Actions upon the request of Agent); and # hire counsel of its choosing; provided, that, in the event that Agent takes any Enforcement Action against any Obligor and/or the Collateral pursuant to the [foregoing clause (iii) of this Section 4(a)] (or selects any agent or attorney-in -fact to take any such Enforcement Action on behalf of the Pari Passu Creditors), Agent shall (or in the case Agent selects any agent or attorney-in-fact to take any such Enforcement Action on its behalf, Agent shall direct such agent or attorney-in-fact, as applicable, to) take Enforcement Actions under and in accordance with the terms of both the Aegis Note Documents, the ​-District Note Documents and the 2024 Note Documents simultaneously and collect and apply any and all proceeds realized in any and all such Enforcement Actions in accordance with Section 2(a)(ii) of this Agreement.

Acceptance of Escrow Agency. The Escrow Agent accepts the agency hereby created, subject to the following terms and conditions.

No Agency or Partnership. Nothing contained in this Agreement shall give either party the right to bind the other, or be deemed to constitute either party as agent for or partner of the other or any third party.

Signature Fee and Suite Fee. The Signature Fee shall be immediately payable by the Forty Seven upon signing this Agreement. The Suite Fee shall be payable in ​ installments each year, with the first payment due on ​ and the second payment due on ​ and thereafter payable ​ during the Term. Subject to clause 14, Forty Seven will pay the Suite Fee to Lonza for the Term of this Agreement. In relation to

Commitment Fee and Anniversary Fee. In connection with the Revolving Line, # a fully earned, non-refundable commitment fee of One Hundred Thousand Dollars ($100,000) due and payable on the Third Amendment Effective Date (the “Commitment Fee”) and # a fully earned, non-refundable anniversary fee of One Hundred Thousand Dollars ($100,000) due and payable on each anniversary of the Third Amendment Effective Date.

CalCap Fee. [[Organization A:Organization]] shall pay the CalCap Fee on the date of this Agreement and the first anniversary of the date of this Agreement.

Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 0.125% per annum on the daily maximum available amount available to be drawn under such Letter of Credit issued by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender. For the avoidance of doubt, such issuance fee shall be applicable to and paid upon each of the Existing Letters of Credit.