Common use of Repurchase Obligations Absolute Clause in Contracts

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents), demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor has notice or knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and limited recourse to Guarantor to the extent of, and subject to, the specified full-recourse provisions set forth in the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Sellers under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except upon indefeasible payment in full or as otherwise expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to any Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwiseotherwise (unless such claim relates to the indefeasible payment in full of the Repurchase Obligations), (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with a Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor any Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to each Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations and all Other Facility Repurchase Obligations shall be full recourse to Seller, and limited recourse to Guarantor as set forth in the Guarantee Agreement, it being expressly agreed that Seller is liable to each Other Facility Buyer for all obligations of the respective sellers under each Other Repurchase Agreement, including, without limitation, the related Other Facility Repurchase Obligations. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest or a Junior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest or a Junior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be (i) full recourse to SellerSeller and (ii) limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and Pledgor, and limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and limited recourse to Guarantor as set forth in the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor the Sellers under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Underlying Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor any Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor any Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with any Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset or Underlying Asset, Repurchase Document or Mortgage Loan Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. The Repurchase Obligations shall be full recourse to the Sellers and the Sellers shall be jointly and severally liable for all of the Repurchase Obligations, regardless of whether such amounts relate to any individual Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, or encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged PropertyRecord, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, Seller or any action taken with respect to any Repurchase Document or Mortgage Loan Document Record by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Seller or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan DocumentRecord, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, or encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged PropertyRecord, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, Seller or any action taken with respect to any Repurchase Document or Mortgage Loan Document Record by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Seller or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer or any Affiliated Hedge Counterparty under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan DocumentRecord, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be (i) full recourse to SellerSeller and (ii) limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset‑off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Purchased Asset Document -45- by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and Pledgor, and limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoffset‑off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest or a Junior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest or a Junior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be (i) full recourse to SellerSeller and (ii) limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Underlying Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset or Underlying Asset, Repurchase Document or Mortgage Loan Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor has notice or knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.or

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except upon indefeasible payment in full or as otherwise expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwiseotherwise (unless such claim relates to the indefeasible payment in full of the Repurchase Obligations), (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.. ARTICLE 4

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as for such notices expressly set forth in agreed to be provided under the Repurchase Documents), demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and shall be recourse to Guarantor to the extent set forth in the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor the Sellers under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, or encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged PropertyRecord, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, Seller or any action taken with respect to any Repurchase Document or Mortgage Loan Document Record by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Seller or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor any Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with any Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan DocumentRecord, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor such Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to the Sellers and the Sellers shall be jointly and severally liable for all of the Repurchase Obligations, regardless of whether any such amounts relate to any individual Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Sellers under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor a Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor a Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor a Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with a Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor has Sellers have notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations with respect to Purchased Mortgage Loans and Purchased REMIC Certificates shall be full recourse to SellerSellers, but there shall be no recourse with respect to the Purchased REO Entity Interests as provided in Section 5.05 hereof. This Section 3.10 3.08 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All Except as provided in Section 12.06, all amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Seller or by any court in any such proceeding, (cb) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer or Hedge Counterparty under any Repurchase Document or otherwise, (dc) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (ed) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Asset Document, or (fe) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, or encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged PropertyRecord, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, Seller or any action taken with respect to any Repurchase Document or Mortgage Loan Document Record by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Seller or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan DocumentRecord, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice or demand (except except, in each case, as expressly set forth provided in the Repurchase DocumentsSection 3.05), demand, and without counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document, Whole Loan Document or Mortgage Loan Senior Interest Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document, Whole Loan Document or Mortgage Loan Senior Interest Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor Obligor, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Underlying Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Underlying Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Underlying Asset, Repurchase Document Document, Structural Agreement or Mortgage Loan Underlying Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be (i) full recourse to Seller, and (ii) limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Document Record by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan DocumentRecord, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations. Notwithstanding this Section 3.10, nothing in this Agreement shall be construed as limiting or otherwise restricting Seller from asserting a compulsory counterclaim or bringing a separate action to enforce the obligations of Buyer under this Agreement.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Document, Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and Pledgor and limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth in the Repurchase Documents)notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any the Purchased Asset, the Pledged Collateral Asset or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor Seller or any Underlying Obligor, or any action taken with respect to any Repurchase Document or Mortgage Loan Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Agent or any Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Agent or any Buyer to perform or comply with any Repurchase Document or other agreement with Seller; provided, Guarantor however, that the foregoing shall not release Agent or Pledgorany Buyer of its obligation to release and transfer the Purchased Asset back to Seller or Seller’s designee in a simultaneous transaction upon payment in full of the Repurchase Price, (e) the invalidity or unenforceability of any the Purchased Asset, any Repurchase Document or Mortgage Loan any Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to Seller. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.

Repurchase Obligations Absolute. All amounts payable by Seller, Guarantor or Pledgor Seller under the Repurchase Documents shall be paid without notice (except as expressly set forth required in the Repurchase Documents), demand, counterclaim, setoffset-off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or any related Underlying Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, Guarantor, Pledgor any Underlying Obligor or any Underlying Obligorother loan participant under a Senior Interest, or any action taken with respect to any Repurchase Document or Mortgage Loan Purchased Asset Document by any trustee or receiver of Seller, Guarantor, Pledgor Seller or any Underlying Obligor or any other loan participant under a Senior Interest, or by any court in any such proceeding, (c) any claim that Seller, Guarantor or Pledgor Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, Guarantor or Pledgor, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Mortgage Loan Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller, Guarantor or Pledgor Seller has notice or knowledge Knowledge of any of the foregoing. The Repurchase Obligations shall be full recourse to SellerSeller and limited recourse to Guarantor to the extent set forth in the Guarantee Agreement. This Section 3.10 3.09 shall survive the termination of the Repurchase Documents and the indefeasible payment in full of the Repurchase Obligations.