Common use of Allocation Agreement Clause in Contracts

Allocation Agreement. (a) The Manager and Bimini hereby agree that they will make available to the Company pursuant to this Section 1.02 all investment opportunities in Target Assets made available to the Manager or Bimini, as the case may be. (b) Notwithstanding the provisions of Section 1.02(a) hereof, if the amount of available Target Assets is less than the amount needed by the Company, Bimini or any other Manager Account, either the Manager or Bimini, as the case may be, shall allocate such Target Assets to each such Manager Account, Bimini and the Company based on the following factors (the “Allocation Procedures”): (i) the primary investment strategy of Bimini, the relevant Manager Accounts and the Company; (ii) the effect of the Target Assets on the diversification of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio by coupon, purchase price, size, payment characteristics and leverage; (iii) the cash requirements of each of Bimini, the relevant Manager Accounts and the Company; (iv) the anticipated cash flow of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio; and (v) the amount of funds available to each of Bimini, the relevant Manager Accounts and the Company and the length of time such funds have been available for investment. (c) Notwithstanding anything to the contrary in this Agreement, the Allocation Procedures shall not be required to be followed by Bimini or the Manager (i) with respect to the allocation of purchases of whole-pool residential mortgage-backed securities and (ii) if such allocation procedures would result in an inefficiently small amount of Target Assets being purchased for either Bimini, a Manager Account or the Company, as the case may be. (d) If Target Assets are not allocated among Bimini, a Manager Account and/or the Company pursuant to the Allocation Procedures due to the provisions of Section 1.2(c) hereof, either Bimini or the Manager, as the case may be, shall allocate any future purchases of Target Assets that are not subject to the Allocation Procedures in a manner such that, on an overall basis, each of Bimini, the relevant Manager Accounts and the Company are treated equitably.

Allocation Agreement. (a) The Manager and Bimini hereby agree that they will make available to the Company pursuant to this Section 1.02 all investment opportunities in Target Assets made available to the Manager or Bimini, as the case may be. (b) Notwithstanding the provisions of Section 1.02(a) hereof, if the amount of available Target Assets is less than the amount needed requested or desired by the Company, Bimini or any other Manager Account, either the Manager or Bimini, as the case may be, shall allocate such Target Assets to each such Manager Account, Bimini and the Company in good faith based on the following factors (the “Allocation Procedures”): (i) the primary investment strategy of Bimini, the relevant Manager Accounts and the Company; (ii) the effect of the Target Assets on the diversification of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio by coupon, purchase price, size, payment characteristics and leverage; (iii) the cash requirements of each of Bimini, the relevant Manager Accounts and the Company; (iv) the anticipated cash flow of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio; and (v) the amount of funds available to each of Bimini, the relevant Manager Accounts and the Company and the length of time such funds have been available for investment. (c) Notwithstanding anything to the contrary in this Agreement, the Allocation Procedures shall not be required to be followed by Bimini or the Manager (i) with respect to the allocation of purchases of whole-pool residential mortgage-backed securities and (ii) if such allocation procedures would result in an inefficiently small amount of Target Assets being purchased for either Bimini, a Manager Account or the Company, as the case may be. (d) If Target Assets are not allocated among Bimini, a Manager Account and/or the Company pursuant to the Allocation Procedures due to the provisions of Section 1.2(c) hereof, either Bimini or the Manager, as the case may be, shall allocate any future purchases of Target Assets that are not subject to the Allocation Procedures in a manner such that, on an overall basis, each of Bimini, the relevant Manager Accounts and the Company are treated equitably.

Allocation Agreement. The parties shall cooperate diligently and in good faith to prepare jointly a Final Purchase Consideration Allocation Agreement (a) The Manager and Bimini hereby agree that they will make available to the Company pursuant to this Section 1.02 all investment opportunities in Target Assets made available to the Manager or Bimini"Final Allocation Agreement"), as the case may be. (b) Notwithstanding the provisions of Section 1.02(a) hereofwhich agreement, if the amount of available Target Assets is less than the amount needed by the Company, Bimini or any other Manager Account, either the Manager or Bimini, as the case may beany, shall allocate such Target Assets be used to each such Manager Account, Bimini and the Company based on the following factors jointly complete an IRS Form 8594 (the “Allocation Procedures”): (i) the primary investment strategy of Bimini, the relevant Manager Accounts and the Company; (ii) the effect of the Target Assets on the diversification of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio by coupon, purchase price, size, payment characteristics and leverage; (iii) the cash requirements of each of Bimini, the relevant Manager Accounts and the Company; (iv) the anticipated cash flow of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio; and (v) the amount of funds available to each of Bimini, the relevant Manager Accounts and the Company and the length of time such funds have been available for investment. (c) Notwithstanding anything to the contrary in this Agreement, the Allocation Procedures shall not be required to be followed by Bimini or the Manager (i"Form 8594") with respect to the transactions contemplated herein, within 90 days following the Closing Date, provided, however, upon the request of either party hereto, the parties may file their own Form 8594; provided further, however, that in all events each such Form 8594 as filed shall be consistent with the allocation set forth in the Final Allocation Agreement, if any. The parties hereto contemplate that the allocations covered by the Final Allocation Agreement, if any, will include specific allocations of purchases the Purchase Consideration as follows: (i) to the following Assets on an aggregate basis: to the customer lists and customer records of wholethe Business, and to the Non-pool residential mortgageCompetition Agreement; provided, however, that the parties agree that the portion of the Purchase Consideration allocated to the Non-backed securities and Competition Agreement shall be equal to the Non-Competition Consideration, (ii) to the following Assets on a Shop by Shop basis (as applicable): pawn loans, payday loans, inventory, leasehold interests, furniture, fixtures and equipment, (iii) to the Boulder Property, if applicable, and (iv) to the Charleston Property. If despite using diligent and good faith efforts, the parties are unable to mutually agree upon the allocation of all or any portion of the Purchase Consideration to any of the Assets (the portion of the Purchase Consideration not allocated to the Assets per the mutual agreement of the parties is referred to herein as the "Unallocated Consideration"), the parties may perform their own separate allocations of the Unallocated Consideration and file their own separate Form 8594 for the transaction covered hereby and in such event no Final Allocation Agreement must be executed by the parties hereto; provided, however, that to the extent the parties agree on any specific allocation procedures would result in an inefficiently small amount of Target Assets being purchased a portion of the Purchase Consideration (adjusted for either Bimini, a Manager Account transaction costs and other items that increase or decrease the Companypurchase price 34 <PAGE> for tax purposes, as the case may be. (drequired by applicable tax law) If Target Assets are not allocated among Bimini, a Manager Account and/or the Company pursuant to the Allocation Procedures due to the provisions of Section 1.2(c) hereof, either Bimini or the Manager, as the case may be, shall allocate any future purchases of Target Assets that are not subject to the Allocation Procedures in a manner such that, on an overall basiscertain Assets, each of Bimini, the relevant Manager Accounts and the Company are treated equitablyparty will use such agreed upon allocation in their separate allocations.

Allocation Agreement. The parties shall cooperate diligently and in good faith to prepare jointly a Final Purchase Consideration Allocation Agreement (a) The Manager and Bimini hereby agree that they will make available to the Company pursuant to this Section 1.02 all investment opportunities in Target Assets made available to the Manager or Bimini"Final Allocation Agreement"), as the case may be. (b) Notwithstanding the provisions of Section 1.02(a) hereofwhich agreement, if the amount of available Target Assets is less than the amount needed by the Company, Bimini or any other Manager Account, either the Manager or Bimini, as the case may beany, shall allocate such Target Assets be used to each such Manager Account, Bimini and the Company based on the following factors jointly complete an IRS Form 8594 (the “Allocation Procedures”): (i) the primary investment strategy of Bimini, the relevant Manager Accounts and the Company; (ii) the effect of the Target Assets on the diversification of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio by coupon, purchase price, size, payment characteristics and leverage; (iii) the cash requirements of each of Bimini, the relevant Manager Accounts and the Company; (iv) the anticipated cash flow of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio; and (v) the amount of funds available to each of Bimini, the relevant Manager Accounts and the Company and the length of time such funds have been available for investment. (c) Notwithstanding anything to the contrary in this Agreement, the Allocation Procedures shall not be required to be followed by Bimini or the Manager (i"Form 8594") with respect to the transactions contemplated herein, within 90 days following the Closing Date, provided, however, upon the request of either party hereto, the parties may file their own Form 8594; provided further, however, that in all events each such Form 8594 as filed shall be consistent with the allocation set forth in the Final Allocation Agreement, if any. The parties hereto contemplate that the allocations covered by the Final Allocation Agreement, if any, will include specific allocations of purchases the Purchase Consideration as follows: (i) to the following Assets on an aggregate basis: to the customer lists and customer records of wholethe Business, and to the Non-pool residential mortgageCompetition Agreement; provided, however, that the parties agree that the portion of the Purchase Consideration allocated to the Non-backed securities and Competition Agreement shall be equal to the Non-Competition Consideration, (ii) to the following Assets on a Shop by Shop basis (as applicable): pawn loans, payday loans, inventory, leasehold interests, furniture, fixtures and equipment, (iii) to the Boulder Property, if applicable, and (iv) to the Charleston Property. If despite using diligent and good faith efforts, the parties are unable to mutually agree upon the allocation of all or any portion of the Purchase Consideration to any of the Assets (the portion of the Purchase Consideration not allocated to the Assets per the mutual agreement of the parties is referred to herein as the "Unallocated Consideration"), the parties may perform their own separate allocations of the Unallocated Consideration and file their own separate Form 8594 for the transaction covered hereby and in such event no Final Allocation Agreement must be executed by the parties hereto; provided, however, that to the extent the parties agree on any specific allocation procedures would result in an inefficiently small amount of Target Assets being purchased a portion of the Purchase Consideration (adjusted for either Bimini, a Manager Account transaction costs and other items that increase or decrease the Companypurchase price for tax purposes, as the case may be. (drequired by applicable tax law) If Target Assets are not allocated among Bimini, a Manager Account and/or the Company pursuant to the Allocation Procedures due to the provisions of Section 1.2(c) hereof, either Bimini or the Manager, as the case may be, shall allocate any future purchases of Target Assets that are not subject to the Allocation Procedures in a manner such that, on an overall basiscertain Assets, each of Bimini, the relevant Manager Accounts and the Company are treated equitablyparty will use such agreed upon allocation in their separate allocations.