Common use of Repurchase Clause in Contracts

Repurchase. Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee.

Repurchase. Shares acquired upon (a) In the settlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt event of a Repurchase Notice Event (as defined hereinafter defined), (i) following a request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder immediately after the Repurchase Event at a price (the “Option Repurchase Price”) equal to the product of the number of shares for which this Option may then be exercised multiplied by the amount by which (A) the Market/Offer Price (as hereinafter defined) exceeds (B) the Option Price, and (ii) at the request of the owner of Option Shares from time to time (the “Owner”), delivered prior to an Exercise Termination Event and within 90 days after the occurrence of a Repurchase Event, Issuer (or any successor thereto) shall repurchase immediately after such request from the Owner such number of the Option Shares from the Owner as the Owner shall designate at a price (the “Option Share Repurchase Price”) equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term “Market/Offer Price” shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, and (iv) in the Investor Rights Agreement)event of a sale of all or a substantial portion of Issuer’s assets, the Grantee (including for all purposes hereof the representative sum of the Grantee’s estate) may by written notice to price paid in such sale for such assets and the Company require that Fair Market Value current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock (as defined in of Issuer outstanding at the Investor Rights Agreement) time of such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and Holder or Owner, as the Granteecase may be, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice reasonably acceptable to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeIssuer.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, if any, and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit resulting in a Margin Call exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined in under the Investor Rights Agreement), the Grantee related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (including for all purposes hereof the representative d) of the Grantee’s estate) definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may by written notice occur up to the Company require second Business Day after such Repurchase Date; provided, further, that Fair Market Value Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Common Stock (Repurchase Price therefor. So long as defined in the Investor Rights Agreement) be determined no Default or Event of Default has occurred and is continuing, upon receipt by an appraisal performed by a qualified independent appraiser, selected by mutual agreement Buyer of the Company Repurchase Price and the Grantee, all other amounts due and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable owing to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination of Fair Market Value security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to such Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon a. Seller shall repurchase the settlement of Vested RSUs may related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be repurchased pursuant applied to reduce the terms Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Investor Rights AgreementPurchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets. For purposes With respect to payments in full by the related Mortgagor of this Section 8a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Investor Rights Agreement shall be modified as follows: Within ten Repurchase Price with respect to such Purchased Mortgage Loans and (10iii) days following provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of a Repurchase Notice evidence of compliance with clauses (as defined in the Investor Rights Agreement), the Grantee i) through (including for all purposes hereof the representative iii) of the Granteeimmediately preceding sentence. c. Seller shall repurchase the related Purchased Agency Securities from Buyer on each related Repurchase Date at the Repurchase Price so long as the Purchased Agency Securities remain on the Buyer’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed Federal Book Account and have not previously been purchased by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeTakeout Broker Dealer.

Repurchase. Shares acquired upon (i) Unless an Event of Default has occurred and is continuing, or there is an outstanding Margin Deficit, Seller may, in its sole option, repurchase Purchased Assets or obtain the settlement release of Vested RSUs may Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased pursuant or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the terms of Repurchase/Release Price for the Investor Rights Agreementdesignated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days Immediately following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement)Repurchase/Release Price by Buyer, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company subject to this Agreement and the Granteeother Facility Documents, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the Purchase Price, Buyer shall be deemed to have simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, Underlying REO Property, and Pledged Items) in each case without any further action by Buyer or any other Person. (iv) Unless otherwise agreed to the Board’s determination of Fair Market Value pursuant to a bailee arrangement or escrow agreement to which Buyer is a party, with respect to any eMortgage Loan, upon receipt of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay related Repurchase/Release Price by Buyer for the cost benefit of Buyer, Buyer shall initiate a Transfer of Location of the appraisal; providedeNotes and Delegatee status with respect thereto as may be directed by Seller Parties. Notwithstanding any provision contained herein or in any other Facility Document, however, that if the Fair Market Value all transfers (and each such transfer) from Buyer to a Seller Party or any designee of a Seller Party of Mortgage Notes (including without limitation all transfers of the Common Stock as determined by Control and/or the appraisal does not exceed Location of any eNote on the Fair Market Value MERS eRegistry that result in the transfer of the Common Stock as initially determined by Control of any eNote from Buyer to a Seller Party or to any other Person) are and shall be without recourse for the Company by at least ten percent (10%), the cost obligations of the appraisal shall be borne Mortgagor and without any of the (i) liabilities of an endorser under UCC § 3-414, by the Grantee analogy or otherwise, and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee(ii) transfer warranties of UCC § 3-417 or other warranty, express or implied.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Purchased Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller, within one (1) Business Day of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined in under the Investor Rights Agreement), the Grantee related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (including for all purposes hereof the representative d) of the Grantee’s estate) definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may by written notice occur up to the Company require second Business Day after such Repurchase Date; provided, further, that Fair Market Value Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Common Stock (Repurchase Price therefor. So long as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserno Event of Default has occurred and is continuing, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release to the Boardapplicable Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s determination sole expense, any and all documents, instruments and agreements necessary to release all security interests in such Purchased Asset, including, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, an amendment thereto or termination thereof evidencing the release of Fair Market Value of the Common Stock notwithstanding the Granteesuch Purchased Asset from Buyer’s disagreement therewith. The Company shall initially pay for the cost of the appraisalsecurity interest therein; provided, however, that whether or not an Event of Default has occurred and is continuing hereunder, Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, all necessary release documents if (a) the Fair Market Value Underlying Obligor has paid the entire principal amount of the Common Stock as determined underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment of the underlying Whole Loan in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the appraisal does not exceed the Fair Market Value Underlying Obligor, unless one hundred percent (100%) of the Common Stock as initially determined by net proceeds due in connection with the Company by at least ten percent (10%), the cost relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the appraisal then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired (a) Provided that no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, Seller may voluntarily repurchase, and Buyer shall resell, Purchased Assets without penalty or premium on any Business Day by delivering to Buyer written notice. If Seller intends to make such a repurchase, Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Assets to be repurchased. If such notice is given and not subsequently revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. Any repurchase of a Purchased Asset may occur simultaneously with a sale of the Purchased Asset to a third-party investor. (b) Provided that (A) no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, and (B) Buyer has received the Repurchase Price in full upon repurchase with respect to any Purchased Asset, Buyer agrees to release its ownership interest hereunder in such Purchased Asset (including the settlement of Vested RSUs may be repurchased Repurchase Assets related thereto) pursuant to a release letter substantially in a form agreed upon by the parties; provided that, in the event of a partial remittance of the Repurchase Price without a request for repurchase, such payment will be applied as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis to the Repurchase Price of all Purchased Assets. (c) With respect to Principal Payments (other than such payments of the type set forth in clause (i) of the definition of “Principal Payments”) of a Purchased Asset, Seller agrees to (A) comply with Section 8 of this Agreement, (B) provide Buyer a notice specifying any applicable Purchased Asset that has been prepaid or defeased in accordance with the terms of the Investor Rights Agreement. For purposes applicable Purchased Asset, and (C) in the case of this Section 8defeasance, deliver to the Investor Rights Agreement Custodian the defeasance collateral and upon such delivery the Custodian shall be modified as follows: Within ten (10) days following permitted to physically release and transfer to Servicer all of the collateral previously pledged to secure payments in respect of the Purchased Asset that was defeased. Buyer’s ownership interest in Purchased Assets which have been prepaid or defeased in full shall automatically be released after receipt of a Repurchase Notice evidence of compliance with clauses (as defined in the Investor Rights Agreement), the Grantee A) through (including for all purposes hereof the representative C) of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeimmediately preceding sentence.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit subject to a Margin Call exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined in under the Investor Rights Agreement)related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the Grantee payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt (including for all purposes hereof by payment to the representative Waterfall Account) of payment in full of the Grantee’s estate) may Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by written notice to the Company require that Fair Market Value Buyer of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Repurchase Price and the Grantee, all other amounts due and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable owing to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller (or its designee) the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall hereby be deemed to represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder, that Buyer was the owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by Buyer. Any Income with respect to such Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Facility Termination Date by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and the Fair Market Value related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days definition of “Repurchase Date”, settlement of the Grantee’s notice payment of the Repurchase Price and such amounts may occur up to the Companysecond Business Day after such Repurchase Date; provided, then within seven (7) daysfurther, each party that Buyer shall submit have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the names Repurchase Price therefor. So long as no Event of four nationally-recognized firms that are engaged in Default has occurred and is continuing, upon receipt by Buyer of the business of valuing non-public securities, Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall be recovered from an offset repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date. So long as no Event of the Investor Rights Agreement. For purposes of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the Grantee’s disagreement therewithforegoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for Notwithstanding any provision to the cost contrary contained elsewhere in any Repurchase Document, at any time during the existence of the appraisal; providedan unsatisfied Margin Deficit, however, that if the Fair Market Value an uncured monetary or material non-monetary Default or an Event of the Common Stock Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten relevant payoff and (z) one hundred percent (10100%), the cost ) of the appraisal net proceeds received by Seller in connection with the sale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement in accordance with Article 5.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined in under the Investor Rights Agreement), the Grantee related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (including for all purposes hereof the representative d) of the Grantee’s estate) definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may by written notice occur up to the Company require second (2nd) Business Day after such Repurchase Date; provided, further, that Fair Market Value Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Common Stock (Repurchase Price therefor. So long as defined in the Investor Rights Agreement) be determined no Default or Event of Default has occurred and is continuing, upon receipt by an appraisal performed by a qualified independent appraiser, selected by mutual agreement Buyer of the Company Repurchase Price and the Grantee, all other amounts due and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable owing to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. To the extent that any Release Amount is paid by Seller in connection with the repurchase of Fair Market Value any Purchased Asset, such Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the Common Stock notwithstanding remaining Purchased Assets, as Buyer shall determine in its discretion, and thereafter Buyer shall provide notice of same to Seller specifying the Granteerelevant Purchased Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder, that ▇▇▇▇▇ has made such transfer and release of such Purchased Asset free and clear of any other interests or Liens caused by Buyer (other than, if applicable, any Liens caused by Buyer’s disagreement therewithcompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). The Company shall initially pay for the cost Any Income with respect to such Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant Subject to the terms and conditions of this Repurchase Agreement, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in such portion of the Investor Rights AgreementNotes as is indicated on the signature page hereto, waives any and all other rights with respect to such Notes, and releases and discharges the Company from any and all claims the undersigned may now have, or may have in the future, arising out of, or related to, such Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that the undersigned is entitled to receive any accrued and unpaid interest or additional interest with respect to the Notes. For purposes On or prior to 10:00 a.m. New York City time on the Closing Date, (i) the undersigned agrees to direct the eligible Depository Trust Company (“DTC”) participant through which the undersigned holds a beneficial interest in the Notes to submit a one-sided withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to Wilmington Trust, National Association, in its capacity as trustee of the Notes (the “Trustee”), for the aggregate principal amount of the Notes to be sold pursuant to this Section 8Repurchase Agreement (the “DWAC Withdrawal”) and (ii) the Company shall provide an executed cancellation order (in the form of Exhibit C) to the Trustee corresponding to each DWAC Withdrawal (each a “Cancellation Order”). Upon receipt of such Cancellation Order, the Investor Rights Agreement Trustee shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined process the DWAC Withdrawals in accordance with the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Cancellation Orders and shall provide email notification to the Company require of each DWAC Withdrawal it processes. In the event that Fair Market Value any DWAC Withdrawal corresponding to a Cancellation Order has not been posted by 4 p.m., New York City time, on the Closing Date, the Trustee shall notify the Company by email and the Cancellation Order for such DWAC Withdrawal shall be deemed revoked and an updated Cancellation Order with an updated cancellation date shall be provided by the Company. In the event the Closing does not occur, any Notes submitted for DWAC Withdrawal will be returned to the DTC participant that submitted the withdrawal instruction in accordance with the procedures of DTC. On the Closing Date, subject to satisfaction of the Common Stock (as defined conditions precedent specified in this Repurchase Agreement and the prior receipt of the DWAC Withdrawal conforming with the aggregate principal amount of the Notes to be sold, the Company hereby agrees to transfer by wire of immediately available funds to the account of the undersigned at a bank in the Investor Rights United States of America provided by the undersigned as Exhibit A to this Repurchase Agreement all Consideration on the Notes to be repurchased. If (a) the Trustee is unable to locate the DWAC Withdrawal or (b) the DWAC Withdrawal does not conform with the Notes to be sold pursuant to this Repurchase Agreement) , the Company will promptly notify the undersigned. All questions as to the form of all documents and the validity and acceptance of the Notes will be determined by an appraisal performed by a qualified independent appraiserthe Company, selected by mutual agreement in its sole discretion, which determination shall be final and binding. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Company undersigned and the Granteeany representation, warranty, undertaking and the Fair Market Value obligation of the Common Stock as determined by such appraisal undersigned hereunder shall be binding on both parties. If upon the parties are unable to agree on an appraiser within thirty (30) days trustees in bankruptcy, legal representatives, successors and assigns of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeundersigned.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. (a) If, during the Option Exercise Period, a notice of exercise has been given but the related Closing has not occurred, at the option of the Company exercised by written notice delivered to Parent not less than two Business Days prior to date scheduled for such Closing during the period from the Notice Date to the Closing Date (the "Repurchase Period"), the Company shall repurchase the Option in its entirety from Parent together with all (but not less than all) Option Shares previously purchased by Parent pursuant thereto with respect to which Parent then has Beneficial Ownership, at a price equal to the sum of: (i) In the case of Options as to which Option Shares have not been issued, the difference between (A) the "Market/Tender Offer Price" for shares of Company Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made and not withdrawn for shares of Company Common Stock during the Option Exercise Period or (y) the highest closing price per share of Company Common Stock as reported by the NASDAQ National Market for any day within that portion of the Repurchase Period which precedes the date the Company gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of Option Shares with respect to which the Option has not been exercised or has been exercised but the related Closing has not occurred, but only if such Market/Tender Offer Price is greater than such exercise price; and (ii) In the case of Option Shares, the greater of the Market/Tender Offer Price and the Purchase Price paid for any Option Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms exercise of the Investor Rights Agreement. For purposes Option, multiplied by the number of Option Shares so acquired. (b) In the event the Company exercises its rights under this Section 87, the Investor Rights Agreement Company shall, within three business days thereafter, pay the required amount to Parent by wire transfer of immediately available funds to an account designated by Parent, and Parent shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice surrender to the Company require that Fair Market Value the Option and the certificates evidencing any Option Shares acquired thereunder with respect to which Parent then has Beneficial Ownership (c) In determining the Market/Tender Offer Price, the value of the Common Stock (as defined in the Investor Rights Agreement) any consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm mutually selected by mutual agreement of the Company Parent and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Buyer shall transfer to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserSeller such Purchased Asset, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by whereupon such appraisal Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that, with respect to any Repurchase Date that if occurs on the Fair Market Value second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)in its discretion, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunder this Agreement.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights AgreementRepurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. For purposes So long as no Default or Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, upon Seller’s determination request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of Fair Market Value such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller. Notwithstanding the Grantee’s disagreement therewithforegoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Mortgage Loan by the Underlying Obligor, unless one-hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer; together with payment of the excess of the then current Repurchase Price over such net proceeds (if any). The Company shall initially pay for the cost portion of all such net proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent related Purchased Asset (10%), the cost of the appraisal if any) shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired upon (a) At any time after the settlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt occurrence of a Repurchase Notice Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in the Investor Rights AgreementSection 10), Issuer (or any successor thereto) shall repurchase the Grantee Option from the Holder at a price (including for all purposes hereof the representative of the Grantee’s estate"Option Repurchase Price") may by written notice equal to the Company require that Fair Market Value of amount by which (A) the Common Stock market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the Investor Rights Agreement) event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and Holder or Owner, as the Granteecase may be, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeIssuer.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliate Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Investor Rights AgreementRepurchase Price therefor. For purposes So long as no Default or Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following upon receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative by Buyer of the Grantee’s estate) may by written notice Repurchase Price and all other amounts due and owing to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall hereby be deemed to represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller. Notwithstanding the Grantee’s disagreement therewithforegoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if either (I) such repurchase completely satisfies the related Margin Deficit or completely cures the related uncured Default or Event of Default, as the case by be, or (II) Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset. The Company shall initially pay for the cost portion of all such net proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, the related Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights AgreementRepurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset or Underlying Asset shall terminate. For purposes So long as no Default or Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to the Boardrelated Seller the related Asset Documents and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset or Underlying Assets, upon such Seller’s determination request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of Fair Market Value such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid remitted to the Granteerelated Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Sellers shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon (i) Unless an Event of Default has occurred and is continuing, or there is an outstanding Margin Deficit, Seller may, in its sole option, repurchase Purchased Assets or obtain the settlement release of Vested RSUs may Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased pursuant or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the terms of Repurchase/Release Price for the Investor Rights Agreementdesignated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days Immediately following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement)Repurchase/Release Price by Buyer, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company subject to this Agreement and the Granteeother Facility Documents, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Board’s determination of Fair Market Value obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Common Stock notwithstanding Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the GranteeRepurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s disagreement therewith. The Company shall initially pay for expense on the cost Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the appraisal; providedPurchase Price, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Buyer shall be borne deemed to have simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, Underlying REO Property, and Pledged Items) in each case without any further action by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeBuyer or any other Person.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may the Repurchase Date, and, so long as no monetary Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit resulting in a Margin Call exists (in each case, other than those that will be repurchased pursuant cured by, or simultaneously with, the repurchase of the applicable Purchased Asset), Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Investor Rights Agreement)Repurchase Price therefor. So long as no monetary Default or Event of Default (in each case, other than those that will be cured by, or simultaneously with, the Grantee (including for all purposes hereof the representative repurchase of the Grantee’s estateapplicable Purchased Asset) may has occurred and is continuing, upon receipt by written notice to the Company require that Fair Market Value Buyer of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Repurchase Price and the Grantee, all other amounts due and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable owing to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination of Fair Market Value security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to such Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares acquired upon (whether vested or unvested and whether held by the settlement Stockholders or one or more of Vested RSUs may be repurchased any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Investor Rights AgreementRestricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. For purposes The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 83(b), then the Investor Rights Agreement Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be modified as follows: Within ten more than sixty (1060) days following receipt nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a Repurchase Notice cashier's check or wire transfer of funds, (B) subordinated note or notes payable in up to four equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Investor Rights AgreementInternal Revenue Code) in effect from time to time, or (C) a combination of both (A) and (B), in the Grantee (including for all purposes hereof the representative aggregate amount of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by repurchase price for such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalshares; provided, however, that if in the Fair Market Value event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Common Stock as determined by Management Services Agreement, the appraisal does not exceed the Fair Market Value total amount of the Common Stock as initially determined such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at least ten percent (10%such time, an equity owner of or partner in the Medical Group), the cost such offset amount to be allocated pro rata among all of the appraisal Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be borne subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Shares by the Grantee and such cost Company under this Section 3(b) shall be recovered from an offset subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and reduction from his or her successors and assigns shall, at the purchase price paid Company's expense, take all reasonable steps to the Granteeobtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase. Shares acquired (a) Subject to Section 11(i), at the request of Buyer at any time commencing upon the settlement occurrence of Vested RSUs may be repurchased a Purchase Event and ending 13 months immediately thereafter (the "Repur- chase Period"), Seller (or any successor entity thereof) shall repurchase the Option from Buyer together with all (but not less than all, subject to Section 10) shares of Seller Common Stock purchased by Buyer pursuant thereto with respect to which Buyer then has Beneficial Ownership, at a price (per share, the "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller Common Stock acquired pursuant to the terms Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Seller Common Stock (defined as defined the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of Seller Common Stock reported by NASDAQ, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date Buyer gives notice of the required re- purchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to ad- justment as provided in Section 6), multiplied by the Investor Rights num- ber of shares of Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/ Tender Offer Price is greater than such exercise price; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so pur- chased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Buyer's reasonable out-of-pocket expenses in- curred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, le- gal, accounting and investment banking fees. (b) In the event Buyer exercises its rights under this Section 7, Seller shall, within 10 business days there- after, pay the required amount to Buyer by wire transfer of im- mediately available funds to an account designated by Buyer and Buyer shall surrender to Seller the Option and the certificates evidencing the shares of Seller Common Stock purchased thereun- der with respect to which Buyer then has Beneficial Ownership, and Buyer shall warrant that it has sole record and Beneficial Ownership of such shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined deter- mined by an appraisal performed by a qualified independent appraiser, nationally recognized investment bank- ing firm selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeSeller.

Repurchase. Shares acquired (a) Subject to Section 11(i), at the request of COFI at any time commencing upon the settlement occurrence of Vested RSUs may be repurchased a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the terms Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the RCSB Common Stock (defined as defined the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the Investor Rights Agreementnumber of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company COFI and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRCSB.

Repurchase. Shares acquired upon (a) At any time after the settlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt occurrence of a Repurchase Notice Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in the Investor Rights AgreementSection 10), Issuer (or any successor thereto) shall repurchase the Grantee Option from the Holder at a price (including for all purposes hereof the representative of the Grantee’s estate"Option Repurchase Price") may by written notice equal to the Company require that Fair Market Value of amount by which (A) the Common Stock market/offer price (as defined below) exceeds (B) the sum of (x) the Option Price, multiplied by the number of shares for which this Option may then be exercised, and (y) if applicable, the amount paid by Issuer to Grantee pursuant to Section 8.03 of the Merger Agreement; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the Investor Rights Agreement) event of a sale of all or any substantial part of Issuer's assets or business operations, the sum of the net price paid in such sale for such assets or business operations and the current market value of the remaining assets or business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and Holder or Owner, as the Granteecase may be, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeIssuer.

Repurchase. (a) Subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers hereby agrees to sell, and the Company agrees to purchase from each of them, the Repurchase Shares acquired at the Per Share Purchase Price, each of such terms as set forth on Schedule A hereto. At the Closing (as defined below), subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers agrees to sell the Repurchase Shares to the Company, and the Company hereby agrees to purchase each such Repurchase Share from each of the Sellers at the Per Share Purchase Price. (b) The obligations of the Sellers to sell and the Company to purchase the Repurchase Shares shall be conditioned upon each of: (i) the settlement execution of Vested RSUs may be repurchased an underwriting agreement by and among the Company, the Sellers and the underwriter named therein related to the Public Offering (the “Underwriting Agreement”) within four business days after the date hereof; and (ii) the closing of the Public Offering immediately prior to the Repurchase pursuant to the terms Underwriting Agreement no later than ten business days from the date of the Investor Rights Underwriting Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten . (10c) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative The closing of the Grantee’s estateRepurchase (the “Closing”) may by written notice to shall occur immediately after the Company require that Fair Market Value closing of the Common Stock (Public Offering, or at such other time or place after the Public Offering as defined in the Investor Rights Agreement) may be determined agreed upon by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeSellers. At the Closing, the Sellers shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares, as applicable, and the Fair Market Value Company agrees to deliver to the Sellers an aggregate dollar amount equal to the product of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, Per Share Purchase Price and the appraiser shall be selected total number of Repurchase Shares by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment wire transfer of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeimmediately available funds.

Repurchase. Shares acquired upon (a) On the settlement Repurchase Date for each Purchased Asset (or in connection with repayment in full of Vested RSUs may be repurchased pursuant a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the terms related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date, and, so long as no Event of this Section 8, Default has occurred and is continuing (unless the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt repurchase of a Repurchase Notice (as defined in the Investor Rights Agreementsuch Asset cures such Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Grantee (including for all purposes hereof the representative Transaction with respect to such Purchased Asset shall terminate. So long as no Event of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserDefault has occurred and is continuing, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by (i) Buyer’s actions or inactions or, (ii) in the event Servicer is ▇▇▇▇▇ or an Affiliate of Buyer, the actions or inactions of Servicer. The portion of any Release Amount paid in connection with the repurchase of a Purchased Asset that is in excess of the Common Stock then current Repurchase Price of the related Purchased Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the Granteecontrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer’s disagreement therewithreceipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the Purchased Asset being repaid. (c) At any time during the existence of a Default, Event of Default or unsatisfied Margin Deficit, Seller shall not repurchase a Purchased Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer. The Company shall initially pay for the cost portion of all such proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as determined applicable. (d) For each three-month period following the First Extended Facility Termination Date, commencing with the three-month period ending following the First Extended Facility Termination Date, if applicable, Seller shall reduce the outstanding Purchase Price by an amount equal to the Required Purchase Price Reduction. In the event Seller shall not have made payment of outstanding Purchase Price in the amount of the Required Purchase Price Reduction by the appraisal does not exceed end of each such three month period, Seller shall pay, on the Fair Market Value last day of such three month period (commencing with the Common Stock as initially determined by three month period following the Company by at least ten percent (10%First Extended Facility Termination Date), an amount equal to the cost difference between the Required Purchase Price Reduction and the amount paid in reduction of outstanding Purchase Price during such three month period. Buyer shall apply such amount to the appraisal outstanding Repurchase Obligations in such manner and order as Buyer may determine. (e) For the avoidance of doubt, nothing herein shall be borne by prohibit Seller from selling an Asset to Buyer on the Grantee Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and such cost shall be recovered from an offset and reduction from Buyer consents to the purchase price paid to the Granteeof any such Asset.

Repurchase. Shares acquired (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of Buyer at any time commencing upon the settlement first occurrence of Vested RSUs may be repurchased a Purchase Event described in Section 3(b) hereof and ending 12 months immediately thereafter but not later than the termination of the Option pursuant to Section 3(a) hereof (the "Repurchase Period"), Seller (or any successor entity thereof) shall repurchase the Option from Buyer together with all (but not less than all, subject to Section 10) shares of Seller Common Stock purchased by Buyer pursuant hereto with respect to which Buyer then has Beneficial Ownership, at an aggregate price (per share, the "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller Common Stock acquired pursuant to the terms Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Seller Common Stock (defined as defined the higher (x) of the highest price per share at which a tender or exchange offer has been made for shares of Seller Common Stock or (y) the highest closing sales price per share of Seller Common Stock reported by the Nasdaq National Market, in each case for any day within that portion of the Investor Rights AgreementRepurchase Period that precedes the date Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event Buyer exercises its rights under this Section 7, Seller shall, within 10 business days thereafter, pay the required amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer and Buyer shall surrender to Seller the Option and the certificates evidencing the shares of Seller Common Stock purchased thereunder with respect to which Buyer then has Beneficial Ownership, and Buyer shall warrant that it has sole record and Beneficial Ownership of such shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeSeller.

Repurchase. Shares (a) At the request of Cardinal, at any time from and after the occurrence of a Purchase Event and ending 180 days immediately thereafter (the "Cardinal Repurchase Period"), Bergen (or any successor entity thereof) shall repurchase the Option from Cardinal together with all (but not less than all) shares of Bergen Common Stock purchased by Cardinal pursuant thereto with respect to which Cardinal then has Beneficial Ownership, at a price (when calculated on a per share basis, the "Per Share Repurchase Price") equal to the sum of: (i) The difference between (A) the "Market/Tender Offer Price" for shares of Bergen Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Bergen Common Stock or (y) the highest closing price per share of Bergen Common Stock as reported by the NYSE Composite Tape for any day within that portion of the Cardinal Repurchase Period which precedes the date Cardinal gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of Bergen Common Stock with respect to which the Option has not been exercised, but only if such Market/Tender Offer Price is greater than such exercise price; (ii) The exercise price paid by Cardinal for any shares of Bergen Common Stock acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms Option; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Cardinal for any shares of Bergen Common Stock purchased pursuant to the exercise of the Investor Rights Agreement. For purposes Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such exercise price. (b) In the event Cardinal exercises its rights under this Section 87, Bergen shall, within 10 business days thereafter, pay the required amount to Cardinal by wire transfer of immediately available funds to an account designated by Cardinal and Cardinal shall surrender to Bergen the Option and the certificates evidencing the shares of Bergen Common Stock purchased thereunder with respect to which Cardinal then has Beneficial Ownership. (c) In determining the Market/Tender Offer Price, the Investor Rights Agreement value of any consideration other than cash shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeCardinal.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a such Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Fair Market Value of the Common Stock as determined by Transaction with respect to such appraisal Purchased Asset shall be binding on both partiesterminate. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller. Notwithstanding the Grantee’s disagreement therewithforegoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for the cost portion of all such net proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. Shares acquired (a) Subject to Section 11(i), at the request of Seller at any time commencing upon the settlement occurrence of Vested RSUs may be repurchased a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), Buyer (or any successor entity thereof) shall repurchase the Option from Seller together with all (but not less than all, subject to Section 10) shares of Buyer Common Stock purchased by Seller pursuant thereto with respect to which Seller then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by Seller for any shares of Buyer Common Stock acquired pursuant to the terms Option; (ii) The difference between (A) the "Market/Tender Offer Price" for share of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Buyer Common Stock (defined as defined the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Buyer Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of Buyer Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date Seller gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the Investor Rights number of shares of Buyer Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Seller for any shares of Buyer Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Seller's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees. (b) In the event Seller exercises its rights under this Section 7, Buyer shall, within ten business days thereafter, pay the required amount to Seller by wire transfer of immediately available funds to an account designated by Seller and Seller shall surrender to Buyer the Option and the certificates evidencing the shares of Buyer Common Stock purchased thereunder with respect to which Seller then has Beneficial Ownership, and Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company Seller and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable reasonably acceptable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeBuyer.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date, and, so long as no Default or Event of this Section 8Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon the Investor Rights Agreement Transaction with respect to such Purchased Asset shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that if the Fair Market Value Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer shall have received payment in full of the Common Stock Repurchase Price therefor. Any Release Amount which is paid by Seller as part of the Repurchase Price shall be applied by Buyer pursuant to clause sixth of Section 5.01 to reduce the outstanding Purchase Price of the remaining Purchased Assets as determined by the appraisal does not exceed the Fair Market Value Buyer in its discretion. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Common Stock Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as initially determined by of such Repurchase Date, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the Company by at least ten percent (10%), the cost terms of the appraisal shall be borne by Custodial Agreement) to release to Seller the Grantee and Purchased Asset Documents for such cost shall be recovered from an offset and reduction from the purchase price paid Purchased Asset and, to the Grantee.extent any UCC financing statement filed against Seller specifically -42- LEGAL02/38049601v7

Repurchase. Shares acquired upon 1. Within ninety (90) days after the settlement Conversion Date, if Purchaser determines that any of Vested RSUs may the Accounts to be repurchased Sold that were sold to Purchaser should have been deemed to be an Ineligible Account as of the Closing Date, Purchaser shall so notify Seller and Seller shall repurchase the Ineligible Account(s) by paying to Purchaser, a purchase price equal to the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the repurchase date, plus all debits and less any credit properly posted to such Account pursuant to the terms of the Investor Rights Agreement. For purposes Cardholder Agreement as of this Section 8the repurchase date, minus the revenue Purchaser collected on such Ineligible Account(s) and, at Purchaser’s discretion, the Investor Rights Agreement shall be modified as follows: Within ten Premium for such Ineligible Account(s). Failure by Purchaser to identify within such ninety (1090) days following receipt any Accounts to be Sold to be repurchased hereunder shall result in forfeiture of Purchaser’s right to require Seller to repurchase hereunder. 2. By no later than the Closing Date, Seller shall provide Purchaser with a Repurchase Notice (as defined in list of Accounts that have credit limits or balances that exceed $50,000, along with the Investor Rights Agreementrequired financial documents pursuant to Section II.F. Purchaser will apply Purchaser’s established underwriting criteria to the Accounts based on the financial reports Seller provides to Purchaser. If Purchaser does not approve the Account(s), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by Seller shall execute a qualified independent appraiser, selected by mutual agreement of the Company and the Granteeseparate Full Recourse Agreement on each Account, and the Fair Market Value Account(s) will then become Full Recourse Account(s). If Purchaser has purchased such Accounts and Seller fails to execute any Full Recourse Agreement with respect to any such Account, Seller, on Purchaser’s written demand for repurchase, shall repay to Purchaser the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Common Stock Cardholder, and less disputed items as determined by recorded in the periodic statement of such appraisal shall be binding on both parties. If Account most recently rendered prior to the parties are unable repurchase date, plus all debits and less any credit properly posted to agree on an appraiser within thirty (30) days such Account pursuant to the terms of the GranteeCardholder Agreement as of the repurchase date, minus the revenue Purchaser collected on such Account(s), and, at Purchaser’s notice to discretion, the CompanyPremium for said Accounts. 3. By no later than the Closing Date, then within seven (7) days, each party Seller shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s provide Purchaser with a list of firmsSecured Accounts. Seller shall execute a separate Full Recourse Agreement on each Secured Account, and the appraiser Secured Account(s) will then become Full Recourse Account(s). If Purchaser has purchased such Secured Accounts and Seller fails to execute any Full Recourse Agreement with respect to any such Secured Account, Seller, on Purchaser’s written demand for repurchase, shall repay to Purchaser the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Secured Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Secured Account most recently rendered prior to the repurchase date, plus all debits and less any credit properly posted to such Secured Account pursuant to the terms of the Cardholder Agreement as of the repurchase date, minus the revenue Purchaser collected on such Secured Account(s), and, at Purchaser’s discretion, the Premium for said Secured Accounts. 4. Payments pursuant to the repurchase obligations set forth in Sections II.C.1. to 3. above, or pursuant to Section VI.C., shall be selected made via wire transfer if the repurchase occurs during the Interim Servicing Period, or via ACH if the repurchase occurs after the Interim Servicing Period or if there is no Interim Servicing Period, within five (5) Business Days after notice by lot from Purchaser. Purchaser will execute and deliver to Seller any documents reasonably necessary to reassign and transfer any purchased Account(s) to Seller, and will take all steps reasonably necessary to facilitate the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment transfer of the appraiserAccount(s), including title therein, back to Seller. Following the Grantee repurchase of an Account by Seller hereunder (“as is” and without recourse to Purchaser), Purchaser will close the Account on its books, and Seller shall own, have full servicing responsibility for, and assume all obligations with respect to, such Account(s) (whether arising before, on, or after the Closing Date). Purchaser shall be deemed responsible for necessary reporting to have agreed a credit bureau related to the BoardAccounts and Purchaser’s determination of Fair Market Value records, and Seller shall be responsible for any credit bureau reporting necessary related to the continued existence and collection, if any, of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined Account(s) by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeSeller.

Repurchase. Shares acquired upon a. Seller shall repurchase the settlement Purchased Certificate from Buyer on the Termination Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Contributed Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for the Purchased Certificate on each Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of Vested RSUs the Purchased Certificate from Buyer or its designee (including the Custodian) at Seller’s expense on the Termination Date. In addition, Seller may be repurchased repurchase the Purchased Certificate or effect an Optional Repurchase without penalty or premium, but subject, with respect to the situations set forth in Section 3.2 of the Pricing Side Letter, to the Exit Fee, on any date pursuant to Section 4.b below. b. When any Contributed Mortgage Loans are desired by Seller to be sold or otherwise liquidated, Seller shall give Buyer at least one (1) Business Day’s prior written notice thereof designating the terms applicable Contributed Mortgage Loans and specifying the net sale proceeds expected from such sale and shall make payment to Buyer of the Investor Rights AgreementAllocated Repurchase Price attributable to such Contributed Mortgage Loans plus any Exit Fee due (an “Optional Repurchase”) on each date such Contributed Mortgage Loans are desired to be sold or otherwise liquidated (each, an “Optional Repurchase Date”). For purposes Such payment shall serve as a partial prepayment of the Repurchase Price in respect of the Purchased Certificate. Provided that no Default shall have occurred and is continuing, and (i) the applicable Allocated Repurchase Price due Buyer has been deposited in the Pass-Through Trust Account and (ii) the applicable Exit Fee due Buyer has been deposited in the account set forth in Section 9 hereof, Buyer agrees to permit the release from the Pass-Through Trust Trustee for the Pass-Through Trust of the related Contributed Mortgage Loans (and release its lien on the related Contributed Mortgage Loans and the Repurchase Assets related thereto) at the request of Seller. In addition, if the Buyer either terminates this Section 8Agreement without cause or has indicated that it will no longer enter into new Transactions, the Investor Rights Agreement Seller shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in have the Investor Rights Agreement), immediate right to repurchase the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may Purchased Certificate by providing written notice to the Company require Buyer and depositing the Repurchase Price and all other Obligations that Fair Market Value are owing in the account set forth in Section 9 hereof (such a repurchase, a “Seller Repurchase”). Upon the Repurchase Price for the Purchased Certificate and all other Obligations that are owing being deposited in the account set forth in Section 9 hereof, the Contributed Mortgage Loans shall be released from the Pass-Through Trust Trustee for the Pass-Through Trust and the Buyer’s lien on the Repurchased Assets shall immediately be released. The Seller will not owe any Exit Fee in connection with a Seller Repurchase. c. Provided that no Event of Default shall have occurred and be continuing, and Buyer has received the related Repurchase Price and satisfaction of all Obligations related to the Contributed Mortgage Loans being repurchased, Buyer agrees to release its ownership interest hereunder in the related Purchased Assets (including its lien on the Contributed Mortgage Loans and Repurchase Assets related thereto) at the request of Seller. The applicable Purchased Assets (and the Contributed Mortgage Loans and Repurchase Assets related thereto, as applicable) shall be retransferred by delivery to the Seller or the designee of Seller. Following payment of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Repurchase Price and the Granteesatisfaction of all Obligations hereunder, Buyer shall return the original Purchased Certificate and all applicable transfer documents to the Seller, and shall release its lien on the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRepurchase Assets.

Repurchase. Shares acquired upon (a) On the settlement of Vested RSUs may be repurchased pursuant terms and subject to the terms of conditions set forth in this Repurchase Agreement, on the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice Initial Closing Date (as defined in the Investor Rights Agreementbelow), simultaneously with the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement closing of the Company Offering and the GranteeMandatory Exchangeable Placement, SBGC shall sell and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice transfer to the Company, then within seven and the Company shall purchase from SBGC, that number of shares of Common Stock that is equal to the sum of (7i) daysthe aggregate number of shares of Common Stock purchased on the Initial Closing Date (as defined below) by the several Underwriters pursuant to the Underwriting Agreement (the “Initial Offering Shares”) and (ii) the aggregate number of shares of Common Stock purchased on the Initial Closing Date by the Mandatory Exchangeable Issuer pursuant to the Exchangeable Issuer Purchase Agreement (the “Initial Exchangeable Shares” and, each party together with the Initial Offering Shares, the “Initial Shares”). (b) Upon satisfaction or waiver by the parties to the Executive Purchase Agreement of the conditions to closing of the sale of the Executive Shares (the “Executive Share Purchase Closing”), on the closing date of the Executive Purchase, simultaneously with the Executive Share Purchase Closing, SBGC shall submit sell and transfer to the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firmsCompany, and the appraiser Company shall purchase from SBGC, the Executive Shares. (c) The aggregate purchase price for the Initial Shares (the “Initial Purchase Price”) shall be selected by lot from equal to (i) the remaining four appraisal firms. If sum of (x) the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay aggregate purchase price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined Initial Offering Shares received by the Company from the several Underwriters pursuant to the Underwriting Agreement plus (y) the aggregate cash purchase price for the Initial Exchangeable Shares received by at least ten percent the Company from the Mandatory Exchangeable Issuer pursuant to the Exchangeable Issuer Purchase Agreement, plus (10%)ii) the sale, the cost assignment and transfer to SBGC of the appraisal Contingent Value Right Note issued by the Mandatory Exchangeable Issuer to the Company pursuant to the Exchangeable Issuer Purchase Agreement. (d) The aggregate purchase price for the Executive Shares shall be borne equal to the aggregate purchase price for the Executive Shares to be received by the Grantee and such cost shall be recovered from an offset and reduction Company from the purchase price paid to Executive Purchaser (the Grantee“Executive Shares Purchase Price”).

Repurchase. Shares acquired upon (a) On the settlement Repurchase Date for each Purchased Asset (or in connection with repayment in full of Vested RSUs may a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer's behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing (unless the repurchase cures the Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be repurchased pursuant deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Investor Rights Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. For purposes Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of this Section 8such Purchased Asset, free and clear of any other interests or Liens caused by (i) Buyer's actions or inactions or, (ii) in the event Servicer is ▇▇▇▇▇ or an Affiliate of Buyer, the Investor Rights Agreement actions or inactions of Servicer. The portion of any Release Amount paid in connection with the repurchase of a Purchased Asset that is in excess of the then current Repurchase Price of the related Purchased Asset shall be modified applied to the outstanding Repurchase Obligations in such manner and order as follows: Within ten Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (10b) days following In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer's receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the Purchased Asset being repaid. (c) At any time during the existence of a Default, Event of Default or unsatisfied Margin Deficit, Seller shall not repurchase a Purchased Asset unless the Repurchase Notice Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer. The portion of all such proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable. (d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer on the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset. (e) In the event that Buyer determines LIBOR based on another recognized source or interbank quotation (as defined contemplated and permitted by the parenthetical in the Investor Rights Agreement)definition of LIBOR) and Seller is not satisfied with such determination, Seller has the Grantee (including for option to terminate the Facility and repurchase all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser Purchased Assets outstanding within thirty (30) days of Buyer's determination by Seller providing Buyer with at least five (5) Business Days' prior written notice of the Grantee’s notice exercise of such option and the requested early Repurchase Date and paying to Buyer the Companyaggregate Repurchase Price outstanding for all Purchased Assets (including any breakage costs incurred by Buyer as a result of such early repurchase), then within seven provided that (7i) days, each party no Exit Fee shall submit the names of four nationally-recognized firms that are engaged be payable by Seller in the business of valuing non-public securitiesconnection therewith, and each party (ii) Seller acknowledges and agrees that such Repurchase Price shall be entitled to strike two names from calculated utilizing the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as LIBOR rate so determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeBuyer.

Repurchase. Shares acquired upon (a) At the settlement request of Vested RSUs may be repurchased the Acquiror, at any time from and after the occurrence of a Purchase Event and ending 180 days immediately thereafter (the "Acquiror Repurchase Period"), the Company (or any successor entity thereof) shall repurchase the Option from the Acquiror together with all (but not less than all) shares of the Company's Common Stock purchased by the Acquiror pursuant to the terms Option with respect to which the Acquiror then has Beneficial Ownership, at a price (when calculated on a per share basis, the "Per Share Repurchase Price") equal to the sum of: (i) the difference between (A) the "Market/Tender Offer Price" for shares of the Investor Rights Agreement. For purposes Company's Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of the Company's Common Stock or (y) the highest closing price per share of the Company's Common Stock as reported by Nasdaq for any day within that portion of the Acquiror Repurchase Period which precedes the date the Acquiror gives notice of the required repurchase under this Section 87) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of the Company's Common Stock with respect to which the Option has not been exercised, but only if such Market/Tender Offer Price is greater than such Purchase Price; (ii) the Purchase Price paid by the Acquiror for any shares of the Company's Common Stock acquired pursuant to the Option; and (iii) the difference between the Market/Tender Offer Price and the Purchase Price paid by the Acquiror for any shares of the Company's Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such Purchase Price. (b) In the event the Acquiror exercises its rights under this Section 7, the Investor Rights Agreement Company shall, within 10 business days thereafter, pay the required amount to the Acquiror by wire transfer of immediately available funds to an account designated by the Acquiror and the Acquiror shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice surrender to the Company require that Fair Market Value the Option and the certificates evidencing the shares of the Company's Common Stock purchased pursuant to the Option with respect to which the Acquiror then has Beneficial Ownership. (as defined in c) In determining the Investor Rights Agreement) Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeAcquiror.

Repurchase. Shares acquired At the request of Progressive at any time commencing immediately following the occurrence of a Repurchase Event (as defined below) and ending upon the settlement termination of Vested RSUs may be repurchased this Agreement pursuant to the terms hereof ("Repurchase Period"), ▇▇▇▇▇▇ Chartered shall repurchase the Option from Progressive together with any shares of ▇▇▇▇▇▇ Chartered Common Stock purchased by Progressive pursuant thereto, at a price equal to the sum of: (a) The exercise price paid by Progressive for any shares of ▇▇▇▇▇▇ Chartered Common Stock acquired pursuant to the Option; (b) The difference between the "market/tender offer" price for shares of ▇▇▇▇▇▇ Chartered Common Stock (defined as the highest of (i) the highest price per share at which a tender or exchange offer has been made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of ▇▇▇▇▇▇ Chartered Common Stock to be paid by any third party pursuant to an agreement with ▇▇▇▇▇▇ Chartered, or (iii) the highest reported sale price for shares of ▇▇▇▇▇▇ Chartered Common Stock within that portion of the Investor Rights Agreement. For purposes Repurchase Period preceding the date Progressive gives notice of the required repurchase under this Section 87) and the exercise price as determined pursuant to Section 2 hereof, multiplied by the Investor Rights Agreement shall be modified as follows: Within ten number of shares of ▇▇▇▇▇▇ Chartered Common Stock with respect to which the Option has not been exercised, but only if the market/tender offer price is greater than such exercise price; (10c) days following receipt of a Repurchase Notice The difference between the market/tender offer price (as defined in Section 7(b) hereof) and the Investor Rights Agreement), exercise price paid by Progressive for any shares of ▇▇▇▇▇▇ Chartered Common Stock purchased pursuant to the Grantee (including for all purposes hereof the representative exercise of the Grantee’s estateOption, multiplied by the number of shares so purchased, but only if the market/tender offer price is greater than such exercise price; and (d) may Progressive's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by written notice the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event Progressive exercises its right to require the Company require that Fair Market Value repurchase of the Option, ▇▇▇▇▇▇ Chartered shall, within ten business days thereafter, pay the required amount to Progressive in immediately available funds and Progressive shall surrender the Option to ▇▇▇▇▇▇ Chartered and the certificates evidencing the shares of ▇▇▇▇▇▇ Chartered Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement purchased thereunder; provided that if prior notification to or approval of the Company Federal Reserve Board or other regulatory agency is required in connection with such purchase, ▇▇▇▇▇▇ Chartered shall promptly file the required notice or application for approval and shall expeditiously process the same and the Grantee, and the Fair Market Value period of the Common Stock as determined by such appraisal time that otherwise would run pursuant to this sentence shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names run instead from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteedate on which any required notification period has expired or been terminated.

Repurchase. (a) At the written request of AmeriSource, at any time during the Option Exercise Period and, if a Notice of Exercise has been given but the related Closing has not occurred, during the period from the Notice Date to the Closing Date (the "AmeriSource Repurchase Period"), Bergen shall repurchase the Option ----------------------------- from AmeriSource together with all (but not less than all) Option Shares purchased by AmeriSource pursuant thereto with respect to which AmeriSource then has Beneficial Ownership, at a price (when calculated on a per share basis, the "Per Share Repurchase Price") equal to the sum of: -------------------------- (i) The difference between (x) the "Market/Tender Offer Price" for ------------------------- shares of Bergen Common Stock (defined as the higher of (1) the highest price per share at which a tender or exchange offer has been made for shares of Bergen Common Stock or (2) the highest closing price per share of Bergen Common Stock as reported by the NYSE Composite Tape, in each case, for any day within that portion of the AmeriSource Repurchase Period which precedes the date AmeriSource gives notice of the required repurchase under this Section 7) and (y) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of Option Shares with respect to which the Option has not been exercised or has been exercised but the related Closing has not occurred, but only if such Market/Tender Offer Price is greater than such exercise price; and (ii) The greater of the Market/Tender Offer Price and the Purchase Price paid for any Option Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms exercise of the Investor Rights Agreement. For purposes Option, multiplied by the number of Option Shares so acquired. (b) In the event AmeriSource exercises its rights under this Section 87, Bergen shall, within 10 business days thereafter, pay the required amount to AmeriSource by wire transfer of immediately available funds to an account designated by AmeriSource and AmeriSource shall surrender to Bergen the Option and the certificates evidencing any Option Shares acquired thereunder with respect to which AmeriSource then has Beneficial Ownership. (c) In determining the Market/Tender Offer Price, the Investor Rights Agreement value of any consideration other than cash shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement AmeriSource with the consent of the Company and the GranteeBergen, and the Fair Market Value of the Common Stock as determined by such appraisal which consent shall not be binding on both parties. If the parties are unable to agree on an appraiser within thirty unreasonably withheld. (30d) days of the Grantee’s notice Notwithstanding any provision to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations contrary in this Option Agreement, AmeriSource may not exercise its rights pursuant to this Section 8 regarding 7 in a manner that would result in Total Profit (as defined below) of more than the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalProfit Cap (as defined below); provided, however, that if nothing in this sentence -------- ------- shall limit AmeriSource's ability to exercise the Fair Market Value Option in accordance with its terms. As used herein, the term "Total Profit" means the aggregate (before ------------ income taxes) of the Common Stock as determined following: (i) all amounts received by AmeriSource or concurrently being paid to AmeriSource pursuant to Section 7 for the appraisal does not exceed the Fair Market Value repurchase of the Common Stock as initially determined unexercised portion of the Option, (ii) (A) the amounts received by AmeriSource or concurrently being paid to AmeriSource pursuant to the Company by at least ten percent sale of Option Shares (10%or any other securities into which such Option Shares are converted or exchanged), including sales made to Bergen or pursuant to a registration statement under the cost Securities Act or any exemption therefrom, less (B) AmeriSource's aggregate Purchase Price for such Option Shares and (iii) all amounts received by AmeriSource from Bergen or concurrently being paid to AmeriSource pursuant to Section 8.5 of the appraisal Merger Agreement (other than for payments with respect to Expenses). As used herein, the term "Profit Cap" shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee---------- mean $125,000,000.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares acquired upon (whether vested or unvested and whether held by the settlement Stockholders or one or more of Vested RSUs may be repurchased any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Investor Rights Agreement. For purposes Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of this Section 8the Restricted Shares, the Investor Rights Agreement Company shall be modified first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as follows: Within ten (10) days following receipt of a the Company may, in its sole discretion, elect. The Repurchase Notice (as defined in shall set forth the Investor Rights Agreement)number of Unvested Shares and Vested Shares to be repurchased, the Grantee (including aggregate consideration to be paid for all purposes hereof such shares, and the representative time and place for the closing of the Grantee’s estate) may by written notice to transaction. The purchase price payable for each Unvested Share shall equal the Company require that Fair Market Original Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company such Share and the Grantee, and purchase price payable for each Vested Share shall equal the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both partiesshare. If the parties are unable Company decides to agree repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of theStockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on an appraiser within thirty the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (3060) days nor less than five (5) days after the delivery of the Grantee’s notice Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the CompanyRepurchase Option by delivery of (A) a check or wire transfer of funds, then within seven (7B) dayssubordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, each party shall submit the names or (C) a combination of four nationally-recognized firms that are engaged both (A) and (B), in the business aggregate amount of valuing non-public securitiesthe repurchase price for such shares. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to the restrictive covenants, and each party if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to strike two names require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the other party’s list absence of firmsany liens, pledges, and other encumbrances on such Restricted Shares and (z) the appraiser shall be selected by lot absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations contrary contained in this Section 8 regarding the selection and appointment Agreement, all repurchases of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined Restricted Shares by the Company by at least ten percent under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (10%iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and his or her successors and assigns shall, at the cost Company's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteerepurchase in a timely manner.

Repurchase. Shares acquired The Company hereby agrees that upon consummation of the settlement first sale by Reuters in a single transaction prior to the Termination Date of Vested RSUs may be repurchased not less than $100 million aggregate purchase price of shares of Common Stock pursuant to the terms provisions of Section 3 hereof, the Company will repurchase from Reuters an equal amount of shares of Common Stock held by Reuters at the same purchase price per share (price to public before underwriting discounts and commissions) as the shares of Common Stock sold by Reuters pursuant to Section 3 hereof; provided that in no event shall the amount of Common Stock that the Company is obligated to repurchase from Reuters pursuant to this Section 4 (or otherwise pursuant to this Agreement) exceed $115 million. Notwithstanding the foregoing, if any of the Investor Rights Agreement. For purposes parties to the Stockholders Agreement exercise their right to have shares of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined Common Stock included in the Investor Rights Agreementregistration contemplated by this Agreement and, in connection with any single offering pursuant to such registration in which Reuters intends to sell not less than $100 million aggregate purchase price of Common Stock (the amount Reuters intends to sell, up to a maximum of $115 million aggregate purchase price, being referred to herein as the “Requested Amount”), the Grantee (including for all purposes hereof the representative underwriters of such offering require a limitation of the Grantee’s estatenumber of shares to be underwritten in such offering pursuant to Section 5 of the Stockholders Agreement such that Reuters is not permitted to sell the Requested Amount, the Company will repurchase from Reuters an amount of shares (the “Initial Shares”) may by written notice equal to the Company require amount of shares sold by Reuters in such offering. To the extent that Fair Market Value Reuters is unable to sell at least the Requested Amount because of any such reduction, and, prior to the Termination Date, sells in its next single sale of shares of Common Stock additional shares (as defined in the Investor Rights Agreement“Additional Shares”) be determined by an appraisal performed by with a qualified independent appraiserpurchase price that, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply together with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid of the Initial Shares, equals or exceeds $100 million, the Company will repurchase from Reuters an amount of shares of Common Stock equal to the GranteeAdditional Shares sold at the same price per share (price to the public before underwriting discounts and commissions) received by Reuters for such Additional Shares, up to a maximum combined purchase price of $115 million for the aggregate purchase price of Initial Shares and Additional Shares repurchased by the Company.

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, the Company hereby agrees to purchase from each Underwriter, and each Underwriter, severally and not jointly, hereby agrees to sell to the Company, at a per share purchase price for each Repurchase Share equal to the per share price at which the Underwriters purchase the Underwritten Shares acquired upon from the settlement Selling Stockholders in the Public Offering (the “Per Share Purchase Price”), the number of Vested RSUs may Repurchase Shares (to be repurchased adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Repurchase Shares to be purchased by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 to the Underwriting Agreement and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders pursuant to the Underwriting Agreement. Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $50 million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $50 million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the terms of the Investor Rights Agreement. For purposes Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of Repurchase Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; and (iii) the receipt on or before the date of this Section 8Agreement and at Closing by the Company of surplus and solvency opinions, in form substantially similar to the Investor Rights Agreement shall form previously provided to the Representatives, from Duff & ▇▇▇▇▇▇, LLC stating that (a) the fair value of the assets of the Company on a consolidated basis will exceed the liabilities of the Company on a consolidated basis; (b) the Company should be modified able to pay its debts as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined they become due in the Investor Rights Agreement)usual course of its business; (c) the Company will not have unreasonably small capital for the business in which the Company is engaged, the Grantee (including for all purposes hereof the representative as management of the GranteeCompany has indicated the Company’s estate) may by written notice to business is now conducted and as management of the Company require has indicated that Fair Market Value it intends to engage following the consummation of the Common Stock Repurchase and the Public Offering; and (d) the fair value of the assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, and the total capital. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇▇ LLP, counsel for the Underwriters, or at such other time and place as defined in the Investor Rights Agreement) may be determined agreed upon by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeRepresentatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Representatives, and with any transfer taxes payable in connection with the Fair Market Value sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be made against delivery to the Company of the Common Stock Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or as determined by such appraisal shall may be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined upon by the Company by at least ten percent (10%), and the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRepresentatives.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Buyer shall transfer to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserSeller such Purchased Asset, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by whereupon such appraisal Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that, with respect to any Repurchase Date that if occurs on the Fair Market Value second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until ▇▇▇▇▇’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)in its discretion, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunder this Agreement.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Purchased Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller, within one (1) Business Day of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares acquired upon (whether vested or unvested and whether held by the settlement Stockholders or one or more of Vested RSUs may be repurchased any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Investor Rights AgreementRestricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. For purposes The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 83(b), then the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt Company must purchase that number of a Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as defined nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Investor Rights Agreement)Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the Grantee (including for all purposes hereof the representative delivery of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewithRepurchase Notice. The Company shall initially pay for Restricted Shares to be purchased pursuant to the cost Repurchase Option by delivery of a locally drawn cashier's check or wire transfer of funds in the aggregate amount of the appraisalrepurchase price for such shares; provided, however, that if in the Fair Market Value event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Common Stock as determined by Management Services Agreement, the appraisal does not exceed the Fair Market Value total amount of the Common Stock as initially determined such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at least ten percent (10%such time, an equity owner of or partner in the Medical Group), the cost such offset amount to be allocated pro rata among all of the appraisal Stockholders who at such time hold equity of or are partners in the Medical Group. The Company shall be borne entitled to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Shares by the Grantee and such cost Company under this Section 3(b) shall be recovered from an offset subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and reduction from his or her successors and assigns shall, at the purchase price paid Company's expense, take all reasonable steps to the Grantee.obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit subject to a Margin Call exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date (as defined in under the Investor Rights Agreement)related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the Grantee payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt (including for all purposes hereof by payment to the representative Waterfall Account) of payment in full of the Grantee’s estate) may Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by written notice to the Company require that Fair Market Value Buyer of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Repurchase Price and the Grantee, all other amounts due and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable owing to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Buyer and its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller (or its designee) the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall hereby be deemed to represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder, that ▇▇▇▇▇ was the owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by Buyer. Any Income with respect to such Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets 165607677_2 no later than the Facility Termination Date by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date. So long as no Event of the Investor Rights Agreement. For purposes of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the Grantee’s disagreement therewithforegoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for Notwithstanding any provision to the cost contrary contained elsewhere in any Repurchase Document, at any time during the existence of the appraisal; providedan unsatisfied Margin Deficit, however, that if the Fair Market Value an uncured monetary or material non-monetary Default or an Event of the Common Stock Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten relevant payoff and (z) one hundred percent (10100%), the cost ) of the appraisal net proceeds received by Seller in connection with the sale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement in accordance with Article 5.

Repurchase. Shares acquired upon a. Seller shall repurchase the settlement of Vested RSUs may related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be repurchased pursuant applied to reduce the terms Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee Purchased Assets from Buyer or its designee (including for all purposes hereof the representative Custodian) at Seller’s expense on the related Repurchase Date. Prior to a Default or Event of the Grantee’s estate) Default, Seller may elect to repurchase any Purchased Asset by providing written notice to Buyer in the Company form of electronic communication. In addition to the foregoing, Buyer, with at least 30 days’ notice, may terminate any Transaction then outstanding and require that Fair Market Value Seller repurchase any Purchased Assets related to such Transaction. b. Provided that no Default has occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Common Stock (as defined Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Investor Rights AgreementPurchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to remit to Buyer, within two (2) be determined by an appraisal performed by a qualified independent appraiserBusiness Days, selected by mutual agreement the Repurchase Price with respect to such Purchased Mortgage Loan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRepurchase Price.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant - 42 - occur up to the terms second Business Day after such Repurchase Date. So long as no Event of the Investor Rights Agreement. For purposes of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the Grantee’s disagreement therewithforegoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for Notwithstanding any provision to the cost contrary contained elsewhere in any Repurchase Document, at any time during the existence of the appraisal; providedan unsatisfied Margin Deficit, however, that if the Fair Market Value an uncured monetary or material non-monetary Default or an Event of the Common Stock Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten relevant payoff and (z) one hundred percent (10100%), the cost ) of the appraisal net proceeds received by Seller in connection with the sale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement in accordance with Article 5.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Fair Market Value of the Common Stock as determined by Transaction with respect to such appraisal Purchased Asset shall be binding on both partiesterminate. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall promptly deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall be deemed to have represented that such Purchased Asset is being transferred free and clear of Fair Market Value any encumbrance created by Buyer without the necessity for any further documentation. Any Income with respect to such Purchased Asset received by Buyer or Collection Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be promptly remitted to Seller, but in no event later than the Grantee’s disagreement therewith. The Company next Remittance Date, without any set-off, deduction or other application of Income pursuant to Sections 5.02 and 5.03 and, until so paid or delivered, Buyer shall initially pay hold such Income in the Collection Account in trust for the cost sole benefit of Seller. Notwithstanding the appraisal; providedforegoing, howeveron or before the Maturity Date, that if Seller shall repurchase all Purchased Assets by paying to Buyer the Fair Market Value outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. For the avoidance of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)doubt, the cost of Repurchase Price for any Purchased Asset shall include only the appraisal shall be borne by accrued and unpaid Price Differential for such Purchased Asset and not the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteePrice Differential for all Purchased Assets.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Investor Rights AgreementRepurchase Price therefor. For purposes So long as no Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following upon receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative by Buyer of the Grantee’s estate) may by written notice Repurchase Price and all other amounts due and owing to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon Upon the settlement occurrence of Vested RSUs may a DTV Sale Event, each Holder of the Notes will have the right to require that the Company repurchase all, but not less than all, of such Holder's Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (such date, the "Repurchase Date") in accordance with the provisions of the next paragraph. Within 10 calendar days following any DTV Sale Event, the Company will mail a notice (a "DTV Sale Notice") to each Holder with a copy to the Trustee stating (i) that a DTV Sale Event has occurred and that such Holder has the right to require the Company to purchase all, but not less than all, of such Holder's Notes at a price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the Repurchase Date, (ii) that unless the Company defaults in making payment therefor, any Note accepted for repurchase pursuant to this offer will cease to accrue interest after the Repurchase Date, (iii) the circumstances and relevant facts regarding such DTV Sale Event, (iv) the Repurchase Date (which shall be repurchased no earlier than 15 nor later than 20 New York Business Days from the date the DTV Sale Notice is mailed), (v) that a Holder electing to have a Note purchased pursuant to such offer must notify the Company of his intention to exercise such right no later than 12:00 noon New York City Time on the fifth New York Business day preceding the Repurchase Date by surrendering the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice and (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third New York Business Day prior to the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased. ▇▇▇▇▇▇ shall comply with all applicable federal and state securities laws in connection with each DTV Sale Notice sent in connection with a repurchase under the circumstances described above. On or before the Repurchase Date, the Company shall (i) accept for payment Notes tendered pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8DTV Sale Event offer, the Investor Rights Agreement shall be modified as follows: Within ten (10ii) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply deposit with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed Paying Agent money sufficient to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid of all Notes so tendered and (iii) deliver to the GranteePaying Agent Notes so accepted together with an Officers' Certificate stating the Notes are being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price. If any Holder has withdrawn their election, their notes shall be promptly mailed by the Paying Agent to the Holder thereof.

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, the Company hereby agrees to purchase from each Underwriter, and each Underwriter, severally and not jointly, hereby agrees to sell to the Company, at a per share purchase price for each Repurchase Share equal to the per share price at which the Underwriters purchase the Underwritten Shares acquired upon from the settlement Selling Stockholders in the Public Offering (the “Per Share Purchase Price”), the number of Vested RSUs may Repurchase Shares (to be repurchased adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Repurchase Shares to be purchased by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 to the Underwriting Agreement and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders pursuant to the Underwriting Agreement. Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $400 million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $400 million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the terms of the Investor Rights Agreement. For purposes Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of this Section 8, Repurchase Shares purchased by the Investor Rights Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; (iii) The Special Committee shall be modified as follows: Within ten have authorized and approved the Underwriting Agreement and the Public Offering on the date of pricing of the Public Offering; (10iv) days following the receipt on the date of pricing of the Public Offering by the Special Committee of a fairness opinion, in a form reasonably acceptable to the Special Committee, from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. stating to the effect that the Per Share Purchase Price to be paid by the Company to the Underwriters for the Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Shares pursuant to this Agreement is fair to the Company require from a financial point of view; (v) the receipt at Closing by the Special Committee of a surplus and solvency opinion, in a form reasonably acceptable to the Special Committee, from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. stating that Fair Market Value (a) the fair value of the Common Stock assets of the Company on a consolidated basis will exceed the liabilities of the Company on a consolidated basis; (b) the Company will be able to pay its debts as defined they become due in the Investor Rights Agreementusual course of its business; (c) the Company will not have unreasonably small capital for the business in which the Company is engaged, as management of the Company has indicated the Company’s business is now conducted and as management of the Company has indicated the Company’s business is proposed to be determined conducted following the consummation of the Repurchase and the Public Offering; and (d) the fair value of the assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, and the total par value of the issued capital stock of the Company; and (vi) the closing of the Refinancing (which the Company will use commercially reasonable efforts to consummate) and the authorization and approval of the Special Committee to use a portion of the proceeds from the Refinancing for the Repurchase. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with or after the closing of the Refinancing and simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, or at such other time and place as may be agreed upon by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeRepresentatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Representatives, and with any transfer taxes payable in connection with the Fair Market Value sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be made against delivery to the Company of the Common Stock Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or as determined by such appraisal shall may be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined upon by the Company by at least ten percent (10%), and the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRepresentatives.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, the related Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights AgreementRepurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset or Underlying Asset shall terminate. For purposes So long as no Default or Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to the Boardrelated Seller the related Asset Documents and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset or Underlying Assets, upon such Seller’s determination request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of Fair Market Value such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions. Any Income with respect to such Purchased Asset received by Buyer or Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid remitted to the Granteerelated Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Sellers shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. Shares acquired (a) Immediately after the occurrence of the Second Amendment Effective Date, each Consenting Lender hereby agrees to assign to the Borrower, and the Borrower hereby agrees to purchase from such Consenting Lender, an aggregate principal amount of Loans for the aggregate consideration set forth opposite the name of such Consenting Lender on Annex D hereto (the “Loan Repurchase”). Concurrently with the consummation of the Loan Repurchase, each Consenting Lender hereby irrevocably and permanently waives and forgives an aggregate amount of accrued and unpaid interest owed to such Consenting Lender in the amount set forth opposite the name of such Consenting Lender on Annex D hereto (the “Interest Waiver”). The aggregate principal amount of Loans purchased from, and interest waived and forgiven by, each Consenting Lender pursuant to this clause (a) is referred to herein as such Consenting Lender’s “Second Amendment Specified Amount”. (b) The Consenting Lenders and the Borrower hereby agree that upon consummation of the Loan Repurchase and the Interest Waiver, the aggregate principal amount of Loans held, and the accrued and unpaid interest owed, to each Consenting Lender is as set forth in Annex D hereto. (c) Each Consenting Lender hereby agrees that in the event any Prepayment Premium is payable to the Lenders following the Second Amendment Effective Date, such Consenting Lender shall, immediately upon receipt, return to the Borrower all or a portion, as applicable, of its pro rata share of such Prepayment Premium in an amount equal to such Lender’s Second Amendment Specified Amount (or, if less, 100% of such Consenting Lender’s pro rata share of such Prepayment Premium); provided the Borrower and the Consenting Lenders hereby agree that to give effect to the foregoing, the Borrower may elect to pay to any Consenting Lender the “net” amount owed to such Consenting Lender after giving effect to the return of funds contemplated by this clause (c). (d) Immediately, automatically and permanently upon the settlement consummation of Vested RSUs may be repurchased the Loan Repurchase, the Loans assigned pursuant to the terms Loan Repurchase are deemed cancelled and of no further force and effect. (e) The Consenting Lenders and the Borrower hereby direct the Administrative Agent to make appropriate recordations in the register to reflect the transactions contemplated by clauses (a) through (d) upon the consummation of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable transaction.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Buyer shall transfer to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserSeller such Purchased Asset, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by whereupon such appraisal Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that, with respect to any Repurchase Date that if occurs on the Fair Market Value second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)in its discretion, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunder this Agreement.

Repurchase. Shares acquired upon the settlement of Vested RSUs (i) Sellers may be repurchased pursuant not repurchase any Purchased Asset prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a related Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalDate; provided, however, that if a Purchased Asset may be released by Buyer, in its good faith discretion, to the Fair Market extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the Common Stock as determined by released Purchased Asset. Upon the appraisal does substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any day which is not exceed the Fair Market Value Repurchase Date for such Purchased Asset (an “Early Repurchase”), Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) LIBOR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date, termination of the Common Stock as initially determined Transaction will be effected by the Company by at least ten percent (10%), the cost reassignment to Sellers or their designee of the appraisal shall be borne Purchased Assets (and any Income in respect thereof received by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid Buyer not previously credited or transferred to, or applied to the Granteeobligations of, Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date.

Repurchase. Shares acquired upon (i) Unless an Event of Default has occurred and is continuing, or there is an outstanding Margin Deficit, Seller may, in its sole option, repurchase Purchased Assets or obtain the settlement release of Vested RSUs may Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased pursuant or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the terms of Repurchase/Release Price for the Investor Rights Agreementdesignated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days Immediately following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement)Repurchase/Release Price by Buyer, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company subject to this Agreement and the Granteeother Facility Documents, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The LEGAL02/41441953v3 applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Board’s determination of Fair Market Value obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Common Stock notwithstanding Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the GranteeRepurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s disagreement therewith. The Company shall initially pay for expense on the cost Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the appraisal; providedPurchase Price, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Buyer shall be borne deemed to have simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, Underlying REO Property, and Pledged Items) in each case without any further action by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeBuyer or any other Person.

Repurchase. The Company shall have the right, within six months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of Participant’s vested and non-forfeited Restricted Shares acquired upon the settlement of Vested RSUs may be repurchased (and any Common Stock or other securities issued in respect, or pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8terms, the Investor Rights Agreement shall be modified as follows: Within ten (10thereof) days following receipt of then held by Participant, at a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice price per share equal to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value thereof, measured as of the Common Stock as determined by such appraisal date of Participant’s termination of Service, (the “Repurchase Price”). The Repurchase Price shall be binding on both partiespaid to Participant at the closing of the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the certificates or other instruments, if any, representing the Restricted Shares so purchased, duly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness, then any applicable Repurchase Price payments otherwise due during such period of prohibition or restriction will be paid by the Company as soon as reasonably practicable following the date that no such prohibitions or restrictions apply. [Within three days of being notified by the Company of the Repurchase Price, Participant may request that the Company provide Participant with written calculations and backup data setting forth how the Fair Market Value was determined for the purposes of calculating the Repurchase Price. Within ten days of receiving the Company’s written calculations, Participant may provide the Committee with a written objection to such calculations. The Committee and Participant shall, for a period of ten days from the date of Participant’s written objection, negotiate in good faith to determine the appropriate calculations (the “Negotiation Period”). If by the parties end of the Negotiation Period the Committee and Participant are unable to agree Participant and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable to Participant and the Committee (or, if the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, then Participant and the Committee will each select an appraiser within thirty (30) ten days following the end of the Grantee’s notice to Negotiation Period, which two appraisers will, within 15 days following the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment end of the Negotiation Period, select a third appraiser) (such retained or selected appraiser, the Grantee “Joint Appraiser”)) to resolve such dispute. The Joint Appraiser shall, within 30 days following its appointment, deliver its determination of the applicable valuation and the determinations made by the Joint Appraiser shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewithfinal and binding. The Company shall initially pay for bear all costs associated with the cost appraisal process described in this paragraph. Subject to compliance with Section 409A of the appraisal; providedCode, howeverany payment or action otherwise due or required in connection with the Restricted Shares shall be delayed, that if the Fair Market Value of the Common Stock as determined by the appraisal does and shall not exceed the Fair Market Value of the Common Stock as initially determined by the Company by be due or required, until at least ten percent (10%)five days following the final determination of any dispute pursuant to this paragraph.]4 Upon and following the occurrence of an IPO, the cost of the appraisal Company’s right to repurchase Restricted Shares pursuant to this Section 4 shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeof no force or effect.

Repurchase. Shares acquired a. Seller shall repurchase each Purchased Asset from Administrative Agent on behalf of Buyers on the relevant Repurchase Date for such Purchased Asset. Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the settlement Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto). c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of Vested RSUs may a Purchased Asset, Seller agrees to (i) provide or cause Servicer to provide Administrative Agent with a copy of a report from the Servicer indicating that such Purchased Asset has been paid in full or part, (ii) cause to be repurchased paid to Administrative Agent from the Deposit Account such portion of the Purchase Price multiplied by the Effective Advance Rate as shall be payable pursuant to the terms Section 7(d) and (iii) provide or cause Servicer to provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Investor Rights Agreement. For purposes immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium, but subject to payment of this Section 8, the Investor Rights Agreement shall be modified an Exit Fee (if any) under certain circumstances as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined set forth in the Investor Rights Agreement)Pricing Side Letter, the Grantee (including on any Business Day by delivering to Administrative Agent a Request for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Repurchase and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both partiesConfirmation. If the parties are unable Seller intends to agree make such a repurchase, the Seller shall give at least two (2) Business Days’ prior written notice thereof to Administrative Agent, designating the Purchased Assets to be repurchased. If such notice is given and is not revoked, the amount specified in such notice shall be due and payable on an appraiser within the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets on any day which is not the Repurchase Date or a Price Differential Payment Date, the Seller shall indemnify Administrative Agent and hold Administrative Agent harmless from any losses, costs and/or expenses which Administrative Agent sustains or incurs arising from the reemployment of funds obtained by Administrative Agent hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable thirty (30) days of the Grantee’s notice day period (“Breakage Costs”). Administrative Agent shall deliver to the CompanySeller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Administrative Agent to be adequate, then within seven (7) days, each party shall submit it being agreed that such statement and the names method of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party its calculation shall be entitled to strike two names from the other party’s list of firms, adequate and the appraiser shall be selected by lot from conclusive and binding upon the remaining four appraisal firms. If Seller, absent manifest error. f. For the Grantee does not comply with the Grantee’s obligations in avoidance of doubt, no provision of this Section 8 regarding the selection and appointment of the appraiser, the Grantee Agreement shall be deemed to have agreed to the Boardwaive, impair or alter Seller’s determination of Fair Market Value of the Common Stock notwithstanding the Granteerights or Administrative Agent’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeor Buyer’s obligations under this Section 4.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Fair Market Value of the Common Stock as determined by Transaction with respect to such appraisal Purchased Asset shall be binding on both partiesterminate. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall, at Seller’s request, authorize Custodian to promptly release to Seller the Whole Loan Documents or Senior Interest Documents for such Purchased Asset, deliver terminations of security documents specifically relating to such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination of Fair Market Value security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Common Stock notwithstanding related Purchased Asset, free and clear of any other interests or Liens caused by (a) Buyer’s actions or inactions and (b) so long as Servicer is Buyer or an Affiliate of Buyer, the Grantee’s disagreement therewithactions or inactions of Servicer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Event of Default, one-hundred percent (100%) of the net proceeds due from an Underlying Obligor in connection with the payoff of an underlying Whole Loan by such Underlying Obligor shall be paid directly to Buyer towards payment of the Repurchase Obligations of the related Purchased Asset. The Company shall initially pay for the cost portion of all such net proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal related Purchased Asset shall be borne by the Grantee applied in Buyer’s discretion to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired upon (a) At the settlement Closing (as defined below), subject to the satisfaction of Vested RSUs may be repurchased pursuant the conditions and to the terms set forth in paragraph 1(b), each Seller, severally and not jointly, agrees to transfer, assign, sell, convey and deliver a number of Common Shares equal to such Seller’s pro rata portion of the Investor Rights Agreement. For purposes of this Section 8Repurchase Shares as set forth opposite such Seller’s name on Schedule 1, to the Company, and the Company hereby agrees to purchase such Repurchase Shares from such Seller at the per share price at which the Sellers sell the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”); provided that, the Investor Rights Agreement number of shares to be sold by each Seller shall be modified equitably adjusted to avoid fractional shares. (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) no later than six (6) business days from the date hereof. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as follows: Within ten (10) days following receipt of a Repurchase Notice the Closing Date (as defined in the Investor Rights definitive Underwriting Agreement), ) at the Grantee (including for all purposes hereof the representative offices of the Grantee’s estate) Company in Vernon Hills, Illinois, or at such other time and place as may be agreed upon by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeSellers. At the Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares sold by such Seller, as applicable, and the Fair Market Value Company agrees to deliver to each Seller a dollar amount equal to the product of the Common Stock as determined Per Share Purchase Price and the number of Repurchase Shares sold by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days Seller by wire transfer of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeimmediately available funds.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and pay all amounts due to any Affiliated Hedge Counterparty under the Fair Market Value related Interest Rate Protection Agreement and, so long as no Default or Event of the Common Stock as determined by Default has occurred and is continuing, Buyer shall transfer to Seller such appraisal Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that if (i) with respect to any Default that is cured prior to the Fair Market Value expiration of any applicable cure period, Buyer shall transfer the applicable Purchased Asset to Seller upon Buyer’s determination, in its sole discretion, that the applicable Default has been timely cured, whereupon such Transaction with respect to such Purchased Asset shall terminate, and (ii) with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as determined no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations provided, however, to the extent that the Maturity Date occurred under clause (c) of the definition thereof, Buyer agrees, for purposes of this sentence, to treat Seller no differently than it treats other similarly situated customers in similar transactions. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, unless such unsatisfied Margin Deficit, uncured Default or Event of Default is cured in its entirety by such repurchase, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten relevant payoff and (z) one hundred percent (10100%), the cost ) of the appraisal net proceeds received by Seller in connection with the sale of such Purchased Asset, with all such amounts to be applied by Buyer in accordance with Article 5. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares (a) At the request of Cardinal, at any time from and after the occurrence of a Purchase Event and ending 135 days immediately thereafter (the "Cardinal Repurchase Period"), Allegiance (or any successor entity thereof) shall repurchase the Option from Cardinal together with all (but not less than all) shares of Allegiance Common Stock purchased by Cardinal pursuant thereto with respect to which Cardinal then has Beneficial Ownership, at a price (when calculated on a per-share basis, the "Per Share Repurchase Price") equal to the sum of: (i) The difference between (A) the "Market/Tender Offer Price" for shares of Allegiance Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Allegiance Common Stock or (y) the highest closing price per share of Allegiance Common Stock as reported by the NYSE Composite Tape for any day within that portion of the Cardinal Repurchase Period that precedes the date Cardinal gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6 hereof), multiplied by the number of shares of Allegiance Common Stock with respect to which the Option has not been exercised, but only if such Market/Tender Offer Price is greater than such exercise price; (ii) The exercise price paid by Cardinal for any shares of Allegiance Common Stock acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms Option; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Cardinal for any shares of Allegiance Common Stock purchased pursuant to the exercise of the Investor Rights Agreement. For purposes Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such exercise price. (b) In the event Cardinal exercises its rights under this Section 87, Allegiance shall, within 10 business days thereafter, pay the required amount to Cardinal by wire transfer of immediately available funds to an account designated by Cardinal and Cardinal shall surrender to Allegiance the Option and the certificates evidencing the shares of Allegiance Common Stock purchased thereunder with respect to which Cardinal then has Beneficial Ownership. (c) In determining the Market/Tender Offer Price, the Investor Rights Agreement value of any consideration other than cash shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeCardinal.

Repurchase. Shares acquired (a) Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on the 5th day of each month (or, if such day is not a Business Day, on the immediately succeeding Business Day) except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee at Seller’s expense on the related Repurchase Date. (b) Provided that no Default shall have occurred and be continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. (c) In the event that at any time prior to the Repurchase Date Buyer determines that any Purchased Mortgage Loan has become ineligible hereunder, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such ineligibility that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to nonetheless purchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller may, within five (5) Business Days after receipt of a Bid (the “Violation Deadline”), in its sole discretion, either (i) accept the Bid, or (ii) immediately repurchase the Mortgage Loan at the applicable Repurchase Price. In all events, Seller shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted, and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate Bid is accepted pursuant to this Section shall be applied by Buyer toward the terms of Repurchase Price for the Investor Rights Agreementrelated Transaction. For purposes Seller acknowledges and agrees that the provisions of this Section 84(c) do not in away way extend, waive or amend Seller’s absolute obligation to repurchase Mortgage Loans, including a Mortgage Loan with respect to which a Bid was accepted, upon the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt occurrence of a related Repurchase Notice Date. (as defined d) Provided that no Default shall have occurred and be continuing, if Seller desires that Buyer send a Mortgage Note and the related Mortgage to a Take-out Investor, rather than to Seller directly, in connection with Seller’s repurchase of the related Purchased Mortgage Loan, then Seller shall prepare and send to Buyer not less than three (3) Business Days prior to the requested shipping date shipping instructions to instruct Buyer when and how to send such Mortgage Note and related Mortgage to such Take-out Investor. Buyer shall send each Mortgage Note and related Mortgage on or before the date specified for shipment in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may shipping instructions as specified by written notice Buyer to the Company require that Fair Market Value of the Common Stock (as defined Seller in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both partieswriting from time to time. If Seller instructs Buyer to send a Mortgage Note and related Mortgage before the parties are unable to agree on an appraiser within thirty (30) days of related Repurchase Date, Buyer will send the Grantee’s notice to Mortgage Note and related Mortgage under a bailee letter in substantially the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. form attached hereto as Exhibit K. If the Grantee Seller does not comply provide Buyer with shipping instructions with respect to a Mortgage Loan, Buyer shall send the Grantee’s obligations in this Section 8 regarding Mortgage Note and related Mortgage to Seller at such time as Buyer receives the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeRepurchase Price therefor.

Repurchase. Shares acquired upon (i) Unless an Event of Default has occurred and is continuing, there is an outstanding Margin Deficit or any Default related to a nonpayment of any Obligation, Seller may, in its sole option, repurchase Purchased Assets or obtain the settlement release of Vested RSUs may REO Properties without penalty or premium on any date; it being understood that Seller shall be permitted to repurchase such Purchased Asset if such repurchase would cure such Event of Default, Default, or Margin Deficit. The Repurchase Price payable for the repurchase of any such Purchased Asset or release of REO Property shall be reduced as provided in Section 5(e) hereof. If Seller intends to make such a repurchase, Seller shall give prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Asset or Underlying Asset. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6 hereof) against the terms simultaneous transfer of the Investor Rights AgreementRepurchase Price to an account of Buyer free and clear of any Liens created by or through Buyer. For purposes of this Section 8Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, the Investor Rights Agreement Underlying Mortgage Loan or REO Property (but liquidation or foreclosure proceeds received by Buyer shall be modified applied to reduce the Repurchase Price for such Purchased Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as follows: Within ten otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase Date and Buyer, upon request, shall instruct the applicable Custodian to return the Asset Files to Seller or its designee. (10iii) days following receipt of a On the related Repurchase Notice (as defined in the Investor Rights Agreement)Date, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed to simultaneously released its interest in the Boardapplicable Purchased Asset in each case without any further action by Buyer or any other Person. To the extent any UCC financing statement filed against the Seller specifically identifies such Purchased Asset, upon Seller’s determination reasonable request, within a reasonable time frame, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of Fair Market Value of the Common Stock notwithstanding the Granteesuch Purchased Asset from Buyer’s disagreement therewithsecurity interest therein. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Any such transfer or release shall be borne without recourse to Buyer and without representation or warranty by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeBuyer.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights AgreementRepurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset or Underlying Asset shall terminate. For purposes So long as no Default or Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to Seller the related Asset Documents and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset or Underlying Assets, upon Seller’s determination request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of Fair Market Value such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Investor Rights Agreement. For purposes Repurchase Price therefor; provided, further, that Buyer shall reasonably cooperate with Seller and Seller’s counsel, at Seller’s sole cost and expense, in facilitating the consummation of this Section 8a repurchase, including, without limitation, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt execution of release letters and the designation and use of a Repurchase Notice (bailee in connection with refinancings. So long as defined in the Investor Rights Agreement)no Default or Event of Default has occurred and is continuing, the Grantee (including for all purposes hereof the representative upon receipt by Buyer of the Grantee’s estate) may by written notice Repurchase Price and all other amounts due and owing to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall represent to Seller, to the extent that title was transferred and assigned by Seller to Buyer hereunder, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller. Notwithstanding the Grantee’s disagreement therewithforegoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall either (a) on or prior to such repurchase, satisfy or cure any such Margin Deficit (without giving effect to the Margin Deficit threshold set forth in Section 4.01(a)(ii)), Default or Event of Default, or (b) pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset. The Company shall initially pay for the cost portion of all such net proceeds in excess of the appraisal; provided, however, that if the Fair Market Value then-current Repurchase Price of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired upon (a) Subject to the settlement satisfaction of Vested RSUs may be repurchased pursuant the conditions and to the terms of the Investor Rights Agreement. For purposes of this Section 8set forth in paragraph 1(b) below, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of a Repurchase Notice its right, title, and interest in and to the applicable Sale Number (as defined below) of shares of Common Stock (the “Repurchase Shares”) at each Closing (as defined below). The “Sale Number” shall mean the number of shares of Common Stock acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to as the “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from January 2, 2025 through the applicable Determination Date in the Investor Rights Agreementcase of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has paid, commencing January 2, 2025, an aggregate of $62,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) June 30, 2025 but (in the case of this clause (iii)) only if the Determination Date contemplated by clause (i) has not occurred prior to June 30, 2025. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such Determination Date), the Grantee Company shall notify the Seller, in writing (email being sufficient), of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the applicable Aggregate Purchase Price, together with related calculations (including for all purposes hereof the representative details of the Grantee’s estate) may by written notice to the Company require that Fair Market Value corresponding purchases of the Common Stock Public Shares). At each Closing (as defined in below), subject to the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement satisfaction of the Company conditions and to the Granteeterms set forth in paragraph 1(b), Seller agrees to transfer, assign, sell, convey and deliver the Fair Market Value applicable Sale Number of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice Repurchase Shares to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot Company hereby agrees to purchase such Repurchase Shares from Seller at the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewithapplicable Weighted Average Per Share Purchase Price. The Company and the Seller shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by execute a cross-receipt in mutually agreeable form at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeeach Closing.

Repurchase. Shares acquired upon Without limiting any other remedies available under this Agreement, if the settlement Purchaser is required by the respective Investor to repurchase a Mortgage Loan (other than as a primary result of Vested RSUs may be repurchased pursuant the Purchaser’s failure to service the Mortgage Loan in accordance with Applicable Requirements (provided for such purposes that references to the terms Seller, Originators and Prior Servicers in the definition of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement “Applicable Requirements” shall be modified as follows: Within ten (10) days following receipt deemed to refer to Purchaser and the Purchaser’s subservicer), which failure was not caused by the Seller’s breach of a Repurchase Notice (as defined in the Investor Rights its obligations under this Agreement), the Grantee Seller shall, no later than two (including for all purposes hereof the representative of the Grantee’s estate2) may by written notice Business Days prior to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) date such Mortgage Loan is required to be determined by an appraisal performed by a qualified independent appraiserrepurchased, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice remit to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed Purchaser an amount equal to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalMortgage Loan Repurchase Price; provided, however, that that, in the Purchaser’s sole and absolute discretion and if permitted by the Fair Market Value applicable Investor, the Purchaser may, in the alternative, upon no less than five (5) Business Days’ prior written notice to the Seller, require the Seller to repurchase the Mortgage Loan directly from the Investor no later than two (2) Business Days prior to the date such Mortgage Loan is required to be repurchased. Simultaneously with the payment of the Common Stock Mortgage Loan Repurchase Price, the Purchaser shall transfer ownership of such Mortgage Loan to the Seller, and shall promptly deliver all funds, Mortgage Loan Files, and servicing data with respect to such Mortgage Loan, deliver any notices to Mortgagors or other parties as determined by required, and prepare and execute any necessary assignments of mortgage or transfers in MERS. If the appraisal does not exceed Seller fails to timely repurchase the Fair Market Value of Mortgage Loan as set forth above, the Common Stock as initially determined by Purchaser may repurchase the Company by at least ten percent (10%Mortgage Loan directly from the Investor; and the Seller shall be obligated to repurchase such Mortgage Loan from the Purchaser for the Mortgage Loan Repurchase Price immediately thereafter. If the Seller fails to pay to the Purchaser the Mortgage Loan Repurchase Price pursuant to this Section 8.02(b), the cost Seller shall be obligated to pay the applicable Cost of Funds Amount with respect to such Mortgage Loan for each day that occurs during the period commencing on the date of the appraisal shall be borne by the Grantee and Purchaser’s repurchase of such cost shall be recovered from an offset and reduction Mortgage Loan from the purchase price paid Investor and ending on the date the Seller remits to the GranteePurchaser such Cost of Funds Amount together with the applicable Mortgage Loan Repurchase Price and any other amount then due and owing with respect to such Mortgage Loan and Servicing Rights, including, but not limited to, the Servicing Rights Repurchase Price. Notwithstanding the foregoing, the Seller shall not be obligated to remit the Cost of Funds Amount with respect to a Mortgage Loan if the Seller’s failure to remit the Mortgage Loan Repurchase Price is the direct result of the Purchaser’s failure to provide timely notice to the Seller in accordance with Section 8.02(a).

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares acquired upon (whether vested or unvested and whether held by the settlement Stockholders or one or more of Vested RSUs may be repurchased any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Investor Rights AgreementRestricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. For purposes The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 83(b), then the Investor Rights Agreement Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be modified as follows: Within ten more than sixty (1060) days following receipt nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a Repurchase Notice check or wire transfer of funds, (B) subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Investor Rights AgreementInternal Revenue Code) in effect from time to time, or (C) a combination of both (A) and (B), in the Grantee (including for all purposes hereof the representative aggregate amount of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by repurchase price for such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalshares; provided, however, that if in the Fair Market Value event the Medical Group is obligated to pay to the Subsidiary any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Common Stock as determined by Management Services Agreement, the appraisal does not exceed the Fair Market Value total amount of the Common Stock as initially determined such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at least ten percent (10%such time, an equity owner of or partner in the Medical Group), the cost such offset amount to be allocated pro rata among all of the appraisal Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be borne subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Shares by the Grantee and such cost Company under this Section 3(b) shall be recovered from an offset subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and reduction from his or her successors and assigns shall, at the purchase price paid Company's expense, take all reasonable steps to the Granteeobtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase. Shares acquired upon a. Sellers shall repurchase the settlement related Purchased Assets from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of Vested RSUs may be the Purchased Assets from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. If any Purchased Asset is repurchased pursuant on any date other than the Reset Date for such Transaction, the Sellers shall pay to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice Buyer any Breakage Costs (as defined below) relating thereto. b. Provided that no Default or Event of Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Investor Rights Agreement)Purchased Assets (including, the Grantee Repurchase Assets related thereto) at the request of Sellers. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Sellers agree to (including for all purposes hereof i) provide Buyer with a copy of a report from the representative related Servicer indicating that such Purchased Asset or Mezzanine Loan has been paid in full or part, (ii) pay to Buyer the portion of the Grantee’s estateRepurchase Price payable pursuant to Paragraph 4(a) may above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset or Mezzanine Loan that has been prepaid. With respect to Purchased Assets or Mezzanine Loan being serviced by written notice Third Party Servicers, any Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Company require that Fair Market Value Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets or Mezzanine Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by immediately preceding sentence. d. The Sellers may voluntarily repurchase Purchased Mortgage Loans or request a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding Purchase Price Decrease without penalty or premium on both partiesany Business Day. If the parties are unable Sellers intends to agree on an appraiser within thirty make such a repurchase or Purchase Price Decrease, the Sellers shall give two (302) days Business Days’ prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased or Mezzanine Loans to be reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date or date of the Grantee’s Purchase Price Decrease. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the CompanyRepurchase Price for the designated Purchased Assets. e. If the Sellers repurchase, then within seven in whole or in part, Purchased Assets or causes a Purchase Price Decrease on any day which is not the Repurchase Date or a Price Differential Payment Date (7) days, each party shall submit as determined at the names of four nationally-recognized firms that are engaged time the Buyer locked in the business rate of valuing non-public securitiesLIBOR) for such Purchased Assets, the Sellers shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable LIBOR Period (“Breakage Costs”). The Buyer shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Sellers, absent manifest error. f. ▇▇▇▇▇▇▇ may at any time, and each party from time to time, effectuate a decrease in Purchase Price (a “Purchase Price Reduction”) by sending a Transaction Request to the Buyer at least one (1) Business Day prior to the date that the Sellers intend to effectuate such Purchase Price Reduction, specifying the date of the Purchase Price Reduction (a “Purchase Price Reduction Date”). The Purchase Price Reduction amount shall be entitled to strike two names from due and payable in cash on the other party’s list of firmsPurchase Price Reduction Date specified therein. Notwithstanding the foregoing, and the appraiser shall any Purchase Price Reduction must be selected by lot from the remaining four appraisal firms. If the Grantee does in an amount not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeless than $1,000,000.

Repurchase. Shares acquired upon a. Seller shall repurchase the settlement of Vested RSUs may related Purchased Assets from Buyer on each related Repurchase Date for the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be repurchased pursuant applied to reduce the terms Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Investor Rights Agreement. For purposes Purchased Assets from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Event of this Section 8Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Investor Rights Agreement shall be modified as follows: Within ten (10Repurchase Assets related thereto) days following receipt at the request of a Repurchase Notice (as defined in the Investor Rights Agreement)Seller and concurrently with such release, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed transferred its ownership interest in such Purchased Assets to the Board’s determination Seller. Buyer agrees to deliver to Seller such instruments of Fair Market Value further assurance as Seller may reasonably request to evidence such transfer. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest has been paid in full or part, (ii) pay to Buyer the portion of the Common Stock notwithstanding Repurchase Price payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest that has been prepaid. With respect to Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests being serviced by Third Party Servicers, the Grantee’s disagreement therewithSeller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the second preceding sentence, and concurrently with such release, Buyer shall be deemed to have transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer. d. The Company Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day. If the Seller intends to make such a repurchase or Purchase Price Decrease, the Seller shall initially pay give two (2) Business Days' prior written notice thereof to the Buyer, designating the Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests to be repurchased, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date. If such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the cost designated Purchased Assets. Buyer agrees to release its ownership interest in Purchased Assets, or release its security interest in the Mezzanine Loans and Mezzanine Loan Junior Interests, immediately upon receipt of such Repurchase Price, and concurrently with such release, Buyer shall be deemed to have transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer e. If the Seller repurchases, in whole or in part, or causes a Purchase Price Decrease with respect to, Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests on any day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent applicable 30-day period (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee."Breakage Costs"

Repurchase. Shares acquired upon (a) On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until ▇▇▇▇▇’s receipt of payment in full of the Investor Rights AgreementRepurchase Price therefor. For purposes So long as no Event of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following upon receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative by Buyer of the Grantee’s estate) may by written notice Repurchase Price and all other amounts due and owing to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Buyer and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, its Affiliates under this Agreement and each party shall be entitled to strike two names from the other party’s list Repurchase Document as of firmssuch Repurchase Date, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller. Notwithstanding the Grantee’s disagreement therewith. The Company foregoing, on or before the Maturity Date, Seller shall initially pay for repurchase all remaining Purchased Assets by paying to Buyer the cost outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In addition to any and all other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the appraisal; providedprocedures set forth in Section 3.04 and this Section 3.05, however, that if promptly repurchase any Purchased Asset(s) contributing to the Fair Market Value of the Common Stock Defaulted Asset Concentration Limit breach as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)Buyer in its sole discretion, such that after such repurchase, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeDefaulted Asset Concentration Limit breach no longer exists.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and the Fair Market Value related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days definition of “Repurchase Date”, settlement of the Grantee’s notice payment of the Repurchase Price and such amounts may occur on or prior to the Companysecond Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall be recovered from an offset repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon the settlement of Vested RSUs (i) Seller may be repurchased pursuant not repurchase any Purchased Asset prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a related Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalDate; provided, however, that if a Purchased Asset may be released by Buyer to the Fair Market extent Seller delivers to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the Common Stock as determined released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Seller repurchases a Purchased Asset on any day which is not the Repurchase Date for such Purchased Asset (an “Early Repurchase”), Seller shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Seller shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. Notwithstanding the foregoing, Buyer, in its sole and reasonable discretion, may waive, in full or part, any Breakage Costs owed by Seller. (iii) With respect to each Transaction, the appraisal does not exceed Repurchase Date for such Transaction shall be the Fair Market Value then effective Transaction Termination Date. On the Repurchase Date, termination of the Common Stock as initially determined Transaction will be effected by the Company by at least ten percent (10%), the cost reassignment to Seller or its designee of the appraisal shall be borne Purchased Assets (and any Income in respect thereof received by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid ▇▇▇▇▇ not previously credited or transferred to, or applied to the Granteeobligations of, Seller pursuant to Section 5 hereof) that were sold in such Transaction against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller’s obligation to repurchase on the Transaction Termination Date exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date.

Repurchase. Shares acquired upon In the settlement of Vested RSUs may be repurchased pursuant to event that (i) the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten Calculation Agent for any reason (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined than redemption by the Company of the MVPs from the Call Holder pursuant to Section 7 hereof) does not notify the Company of (A) the Interest Rate to Maturity by 4:00 p.m., New York City time, on the Determination Date or (B) in the event of the Interim Period, the Interim Period Interest Rate which will initially be in effect, by 4:00 p.m. New York City time on the second Business Day prior to January 18, 2000, or (ii) prior to any remarketing date, the Call Holder has resigned and no successor has been appointed on or before (A) the Determination Date or (B) in the event of the Interim Period, the second Business Day prior to January 18, 2000, or (iii) at least ten percent any time after the Call Holder elects on the Notification Date to remarket the MVPs, any event as set forth in Section 9 or Section 12 of the Remarketing and Interest Calculation Agreement shall have occurred, or (10%iv) the Call Holder for any reason does not elect to purchase the MVPs for remarketing on any remarketing date, (v) the Call Holder for any reason does not purchase all tendered MVPs on the Remarketing Date, or (vi) a Reference Corporate Dealer shall fail to purchase all of the MVPs from the Call Holder on the Remarketing Date (if such date is not the Interim Period Remarketing Date) or Additional Remarketing Date (in the event of the Interim Period), or (vii) in the cost event of the appraisal Interim Period, a Reference Money Market Dealer shall fail to purchase all of the MVPs on the Interim Period Remarketing Date, then the Company shall repurchase all the MVPs as a whole on the remarketing date relating to such event (which, in the case of clause (iii) that occurs during the Interim Period shall be borne the Additional Remarketing Date) at a price equal to 100% of the principal amount of the MVPs plus all accrued and unpaid interest, if any, on the MVPs to such remarketing date. In any such case, payment will be made by the Grantee and such cost shall be recovered from an offset and reduction from Company through the purchase price paid Trustee to the GranteeDTC Participant of each tendering Beneficial Owner of MVPs, by book-entry through DTC no later than the close of business on the applicable remarketing date against delivery through DTC of such Beneficial Owner's tendered MVPs.

Repurchase. (a) At the written request of Parent, at any time during the ---------- Option Exercise Period and, if a Notice of Exercise has been given but the related Closing has not occurred, during the period from the Notice Date to the Closing Date (the "Parent Repurchase Period"), AmeriSource shall repurchase the Option from Parent together with all (but not less than all) Option Shares purchased by Parent pursuant thereto with respect to which Parent then has Beneficial Ownership, at a price equal to the sum of: (i) The difference between (A) the "Market/Tender Offer Price" for shares of AmeriSource Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of AmeriSource Common Stock or (y) the highest closing price per share of AmeriSource Common Stock as reported by the NYSE Composite Tape, in each case, for any day within that portion of the Parent Repurchase Period which precedes the date Parent gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of Option Shares with respect to which the Option has not been exercised or has been exercised but the related Closing has not occurred, but only if such Market/Tender Offer Price is greater than such exercise price; and (ii) The greater of the Market/Tender Offer Price and the Purchase Price paid for any Option Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms exercise of the Investor Rights Agreement. For purposes Option, multiplied by the number of Option Shares so acquired. (b) In the event Parent exercises its rights under this Section 87, AmeriSource shall, within 10 business days thereafter, pay the required amount to Parent by wire transfer of immediately available funds to an account designated by Parent and Parent shall surrender to AmeriSource the Option and the certificates evidencing any Option Shares acquired thereunder with respect to which Parent then has Beneficial Ownership. (c) In determining the Market/Tender Offer Price, the Investor Rights Agreement value of any consideration other than cash shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, nationally recognized investment banking firm selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply Parent with the Grantee’s obligations in this Section 8 regarding the selection and appointment consent of the appraiser, the Grantee AmeriSource which consent shall not be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunreasonably withheld.

Repurchase. Shares acquired upon It is understood and agreed that the settlement representations and warranties set forth in Section 3.01 shall survive the sale of Vested RSUs may be repurchased pursuant the Loans to Purchaser and the receipt of the applicable Loan Documents to Purchaser and shall inure to the terms benefit of Purchaser. Upon discovery by either Seller or Purchaser of a breach of any of the Investor Rights Agreement. For purposes foregoing representations and warranties which adversely affects the collectability of this Section 8the Loans or the title of Purchaser, or the value of the Loans to the Purchaser, the Investor Rights Agreement Party discovering such breach shall give prompt written notice of such breach to the other. Seller shall, at Purchaser's option to be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may exercised by prompt written notice to Seller, repurchase such Loan at the Company require that Fair Market Value applicable Repurchase Price within five (5) Business Days of the Common Stock (as defined in date of such written notice. In addition, Seller shall repurchase at the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of applicable Repurchase Price any Loan with respect to which the Company and obligor fails to make the Grantee, and first Monthly Payment due to Purchaser following the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser Closing Date within thirty (30) days from the Due Date thereof. Upon receipt of such Repurchase Price, Purchaser shall transfer its interest in the Grantee’s notice applicable repurchased Loan to Seller on an “AS-IS,” “WHERE-IS” basis, without any representations or warranties or recourse other than with respect to the Company, then within seven Purchaser’s clear and marketable title to such Loan (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, which representation and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee warranty shall be deemed to have agreed made solely upon an assumption that, and to the Board’s determination extent that, the Seller conveyed clear and marketable title to such Loan to such Purchaser on the Closing Date). At the time of Fair Market Value repurchase, Purchaser and Seller shall arrange for the reassignment of the Common Stock notwithstanding Loan to Seller, and delivery to Seller of any Loan Documents held by Purchaser relating to the Grantee’s disagreement therewithLoan. The Company Seller shall initially pay for bear the cost expense of all filing and/or recording fees in connection with the appraisal; provided, however, that if the Fair Market Value filing or recording of the Common Stock as determined any such assignments and other documents relating to each such repurchased Loan. Any payment by Seller pursuant to this Section 3.02 shall be made by the appraisal does not exceed the Fair Market Value wire transfer of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid immediately available funds to the Granteebank account designated by Purchaser.

Repurchase. Shares acquired upon If Seller is obligated to indemnify Purchaser with respect to an Indemnified Event under Section 8.2 relating to a Mortgage Loan, and as a result Purchaser is required by applicable Mortgage Loan Requirements to repurchase such Mortgage Loans out of the settlement related Pool (or Purchaser would be required to repurchase such Mortgage Loan if it was still in a Pool), and Seller is unable to cure any defect in the related Mortgage Loan within the lesser of Vested RSUs may be repurchased pursuant any applicable cure period permitted by GNMA or 90 days from the date it receives notice of such defect, in addition to the terms obligations of Seller to indemnify Purchaser for any Losses arising out of, resulting from or relating to the Indemnified Event under Section 8.2, Purchaser may require Seller to repurchase the Mortgage Loan and the related Servicing Rights and Advances from the Investor Rights Agreement(provided repurchase is permitted by the Investor) and Purchaser, as the case may be. For purposes of The purchase price under this Section 88.5 for any Mortgage Loan and the related Servicing Rights repurchased hereunder shall equal the Repurchase Price, the Investor Rights Agreement and shall be modified as follows: Within ten paid within fifteen (1015) days following receipt from Purchaser of written demand therefor. In addition, Seller shall reimburse Purchaser for all Advances related to the applicable Mortgage Loan repurchased hereunder. Immediately upon completion of the purchase or repurchase of a Repurchase Notice (Mortgage Loan or Servicing Rights by Seller, Purchaser shall assign to Seller all of its rights, title and interest in and to such Mortgage Loan and the related Servicing Rights and Advances, and shall forward to Seller all Mortgage Escrow Accounts, Servicing Files, servicing records and other documents relating to such repurchased Mortgage Loan or Servicing Rights. If, as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may Final GNMA Transfer Date, Purchaser has not received a GNMA Consent with respect to any Pool, at Purchaser's election to be exercised by written notice to Seller within 30 days after the Company require Final GNMA Transfer Date, Seller shall repurchase, and Purchaser shall reconvey, the Servicing Rights and Advances related to all Mortgage Loans in such Pool or, if permitted by GNMA, the Servicing Rights and Advances related only to the Mortgage Loans that Fair Market Value are preventing the initial final certification or recertification of the Common Stock affected Pools. The purchase price for any Servicing Rights repurchased from Purchaser hereunder shall equal the Repurchase Price, and shall be paid within fifteen (as defined in the Investor Rights Agreement15) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement days following receipt from Purchaser of written demand therefor. Immediately upon completion of the Company repurchase of such Servicing Rights by Seller, Purchaser shall assign to Seller all of its rights, title and the Granteeinterest in and to such Mortgage Loans and Servicing Rights and shall forward to Seller all Mortgage Escrow Accounts, Custodian Files, Servicing Files and the Fair Market Value of the Common Stock as determined by other documents relating to such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteerepurchased Servicing Rights.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and the Fair Market Value of related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the Common Stock as determined by related Interest Rate Protection Agreement and Buyer shall transfer to Seller such appraisal Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall be binding on both partiesterminate. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination of Fair Market Value security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Common Stock notwithstanding the Grantee’s disagreement therewithrelated Purchased Asset, free and clear of any other interests or Liens created by Buyer. The Company shall initially pay for the cost Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall be recovered from an offset repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon the settlement of Vested RSUs (i) Sellers may be repurchased pursuant not repurchase any Purchased Asset prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a related Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalDate; provided, however, that if a Purchased Asset may be released by Buyer, in its sole discretion, to the Fair Market extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the Common Stock released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any day which is not the Repurchase Date for such Purchased Asset (an “Early Repurchase”), Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”) unless Seller shall have given no less than thirty (30) days’ prior written notice thereof to Buyer in which case no Breakage Costs shall be due with respect to such Purchased Asset. In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date or Breakage Date, as determined by the appraisal does not exceed the Fair Market Value applicable, termination of the Common Stock as initially determined Transaction will be effected by the Company by at least ten percent (10%), the cost reassignment to Sellers or their designee of the appraisal shall be borne Purchased Assets (and any Income in respect thereof received by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid Buyer not previously credited or transferred to, or applied to the Granteeobligations of, Sellers pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date or each Breakage Date, as applicable, except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date or Breakage Date, as applicable.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date. So long as no Event of the Investor Rights Agreement. For purposes of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the Grantee’s disagreement therewithforegoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for Notwithstanding any provision to the cost contrary contained elsewhere in any Repurchase Document, at any time during the existence of the appraisal; providedan unsatisfied Margin Deficit, however, that if the Fair Market Value an uncured monetary or material non-monetary Default or an Event of the Common Stock Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee.relevant payoff and

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the GranteeDate, and pay all amounts due to any Affiliated Hedge Counterparty under the Fair Market Value of related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Common Stock as determined by Transaction with respect to such appraisal Purchased Asset shall be binding on both partiesterminate. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s determination of Fair Market Value security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Common Stock notwithstanding the Grantee’s disagreement therewithrelated Purchased Asset, free and clear of any other interests or Liens created by Buyer. The Company shall initially pay for the cost Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Repurchase Price therefor shall be borne remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the Grantee outstanding Repurchase Price therefor and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeall other outstanding Repurchase Obligations.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit for which Buyer has made a Margin Call has occurred and is continuing (unless the repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit subject to a Margin Call, as applicable, in all respects and otherwise meets the requirements of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Buyer shall transfer to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserSeller such Purchased Asset, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by whereupon such appraisal Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that, with respect to any Repurchase Date that if occurs on the Fair Market Value second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit for which Buyer has made a Margin Call that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by B▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit for which Buyer has made a Margin Call, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit for which Buyer has made a Margin Call, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit subject to a Margin Call, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)in its discretion, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunder this Agreement.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date and, so long as no Event of Default has occurred and is continuing (unless the repurchase of such Purchased Asset would cure such Event of Default and otherwise meets the requirements of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice Buyer shall transfer to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserSeller such Purchased Asset, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by whereupon such appraisal Transaction with respect to such Purchased Asset shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that, with respect to any Repurchase Date that if occurs on the Fair Market Value second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Common Stock definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released, and Buyer shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall, at Seller’s sole cost and expense, deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by B▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure or satisfy the related Default or Event of Default. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset (such excess including, for avoidance of doubt, any Release Amount due under clause (e) of the definition of Repurchase Price) shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%)in its discretion, the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeunder this Agreement.

Repurchase. Shares acquired upon (i) Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller may, in connection with the settlement sale or other disposition of Vested RSUs may any Underlying Asset subject to Transactions hereunder, cause the removal LEGAL02/44639412v17 of such Underlying Asset from the related Purchased Asset without penalty, fee or premium on any date (an “Optional Repurchase”). The Repurchase Price payable with respect to any such Underlying Asset shall be repurchased pursuant reduced by any Income applied as provided in clause (ii) below. If Seller intends to make such an Optional Repurchase, Seller shall deliver written notice in the form of Exhibit B attached hereto to Administrative Agent, designating the Underlying Assets to be subject to such Optional Repurchase. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the terms of Repurchase Price for the Investor Rights Agreementdesignated Underlying Assets. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days Immediately following receipt of a the related Repurchase Notice (as defined in Price by Administrative Agent for the Investor Rights Agreement)benefit of the applicable Buyers, the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice related Underlying Asset shall cease to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company subject to this Agreement and the Granteeother Facility Documents, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, Administrative Agent and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyers shall be deemed to have agreed released all of their Liens and other interests in such Underlying Assets and all Repurchase Assets relating solely to such Underlying Assets without further action by any Person. (ii) On the Repurchase Date with respect to any Purchased Asset or Underlying Asset, Seller shall repurchase such Purchased Asset or Underlying Asset, as applicable, and termination of the Transaction will be effected by reassignment to Seller or its designee of such Purchased Asset (or release by Administrative Agent on behalf of the Buyers of its Liens and other interests in such Underlying Asset and all Repurchase Assets relating solely to such Underlying Asset) (and any Income in respect thereof received by Administrative Agent on behalf of ▇▇▇▇▇▇ not previously credited or transferred to, or applied to the Board’s determination of Fair Market Value obligations of, Seller pursuant to Section 5 hereof) against the simultaneous transfer of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay applicable Repurchase Price to an account of Administrative Agent maintained for the cost benefit of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined Buyers. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Underlying Asset (but liquidation or foreclosure proceeds received by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Administrative Agent shall be borne by applied to reduce the Grantee and Repurchase Price for such cost shall be recovered Purchased Assets except as otherwise provided herein). Seller Parties are obligated to obtain the Asset Files from an offset and reduction from Custodian at Seller’s expense on the purchase price paid to the GranteeRepurchase Date.

Repurchase. Shares acquired upon On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of Vested RSUs the payment of the Repurchase Price and such amounts may be repurchased pursuant occur up to the terms second Business Day after such Repurchase Date. So long as no Event of the Investor Rights Agreement. For purposes of this Section 8Default has occurred and is continuing, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the Boardextent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from ▇▇▇▇▇’s determination security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of Fair Market Value such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the Grantee’s disagreement therewithforegoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Company shall initially pay for Notwithstanding any provision to the cost contrary contained elsewhere in any Repurchase Document, at any time during the existence of the appraisal; providedan unsatisfied Margin Deficit, however, that if the Fair Market Value an uncured monetary or material non-monetary Default or an Event of the Common Stock Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the appraisal does not exceed Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the Fair Market Value greater of (y) one-hundred percent (100%) of the Common Stock as initially determined by net proceeds paid in connection with the Company by at least ten relevant payoff and (z) one hundred percent (10100%), the cost ) of the appraisal net proceeds received by Seller in connection with the sale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement in accordance with Article 5.

Repurchase. Shares acquired upon If the settlement Manager elects to cause the Company to purchase the Ownership Interest of Vested RSUs may be repurchased a dissociating Member or a holder pursuant to this Agreement, the terms repurchase price (“Repurchase Price”) of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined dissociating Member’s or holder’s Ownership Interest in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) shall be determined by agreement between the Manager and the dissociating Member or holder. If an appraisal performed agreement on the Repurchase Price is not reached within 30 days following the election to purchase the interest of the dissociating Member or holder, the Ownership Interest must be valued by a qualified independent appraiser, third-party appraiser selected by mutual agreement the Manager and who is reasonably acceptable to the dissociating Member or holder (such acceptance not to be unreasonably withheld, delayed or conditioned), and the Repurchase Price will be the value determined in that appraisal. In appraising the Ownership Interest to be purchased, the appraiser must determine the fair market value of the Ownership Interest as of the date of the event of dissociation. In determining the fair market value, the appraiser must consider the greater of (a) the liquidation value of the Company and (b) the Granteevalue of the Company based upon a sale of the Company as a going concern. The appraiser must also consider appropriate minority interest, lack of marketability and other discounts. If the appraisal is not completed within 120 days following the election to purchase the Ownership Interest of the dissociating Member, either the Manager or the dissociating Member or holder may apply to a court of competent jurisdiction for the appointment of another appraiser, in which case the court-appointed appraiser must appraise the Ownership Interest of the dissociating Member or holder in accordance with the standards set forth in this Section, and the Fair Market Value of the Common Stock as determined by such appraisal Repurchase Price shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms value determined in that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Grantee.

Repurchase. Shares acquired upon On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the terms Repurchase Price for such Purchased Asset as of the Investor Rights Agreement. For purposes Repurchase Date, and, so long as no Default or Event of this Section 8Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon the Investor Rights Agreement Transaction with respect to such Purchased Asset shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalterminate; provided, however, that if the Fair Market Value Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer shall have received payment in full of the Common Stock Repurchase Price therefor. Any Release Amount which is paid by Seller as part of the Repurchase Price shall be applied by Buyer pursuant to clause sixth of Section 5.01 to reduce the outstanding Purchase Price of the remaining Purchased Assets as determined by the appraisal does not exceed the Fair Market Value Buyer in its discretion. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Common Stock Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as initially determined of such Repurchase Date, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Company by at least ten Underlying Obligor or a sale of such Purchased Asset to an independent third party, if Seller shall pay directly to Buyer an amount equal to the sum of (i) the greater of (x) the Repurchase Price of the related Purchased Asset, and (y) one-hundred percent (10100%), the cost ) of the appraisal net proceeds paid in connection with the payoff of such Purchased Asset or one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, as applicable, plus (ii) an amount equal to the related unpaid Margin Deficit, if any. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset, if any, shall be borne applied by the Grantee Buyer to reduce any other amounts then due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer, as determined in its discretion, under this Agreement.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Assets from Administrative Agent on behalf of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the settlement Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Vested RSUs may Seller. c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Asset has been paid in full or part; (ii) cause to be repurchased pursuant paid to Administrative Agent from the Deposit Account such portion of the Purchase Price as shall be payable on the date of receipt of such prepayment; and (iii) provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. With respect to Purchased Assets being serviced by Third Party Servicers, the Seller and Servicer shall forward to the terms Deposit Account all payments of principal to the extent received from the underlying obligor and Third Party Servicer. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium on any Business Day by delivering to Administrative Agent a Request for Repurchase Notice (as defined and Confirmation no more than once per week unless consented to in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may writing by written notice to the Company require that Fair Market Value of the Common Stock (as defined Administrative Agent in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both partiesits sole discretion. If the parties are unable Seller intends to agree make such a repurchase, the Seller shall give at least two (2) Business Days’ prior written notice thereof to the Administrative Agent, designating the Purchased Assets to be repurchased, which notice is revocable. If such notice is given and is not timely revoked, the amount specified in such notice shall be due and payable on an appraiser within thirty (30) days the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets on any day that is not the Repurchase Date or a Price Differential Payment Date for such Purchased Assets, the Seller shall indemnify the Administrative Agent and hold the Administrative Agent harmless from any actual, out-of-pocket, and not imputed, losses, costs and/or expenses which the Administrative Agent sustains or incurs arising from the reemployment of funds obtained by the Administrative Agent hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the Grantee’s notice applicable 30-day period (“Breakage Costs”). The Administrative Agent shall deliver to the Company, then within seven (7) days, each party shall submit Seller a statement setting forth the names amount and basis of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock any Breakage Costs in such detail as determined by the appraisal does not exceed Administrative Agent to be adequate, it being agreed that such statement and the Fair Market Value method of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal its calculation shall be borne by the Grantee adequate and such cost shall be recovered from an offset conclusive and reduction from binding upon the purchase price paid to the GranteeSeller, absent manifest error.

Repurchase. Shares acquired upon (a) At any time when the settlement of Vested RSUs may be repurchased Option is exercisable pursuant to Section 3(a) hereof, at the terms request of the Investor Rights Agreement. For purposes Holder, the Company (or any successor entity thereof) shall repurchase the Option (or any portion thereof) from the Holder together with any Company Common Shares purchased by the Holder pursuant thereto which the Holder then beneficially owns and has requested that the Company repurchase, at a price per share equal to the higher of (x) the highest price per share at which a tender or exchange offer has been made for Company Common Shares following the date hereof or (y) the highest closing price per share of Company Common Shares as reported by the NYSE Composite Tape for any day following the date on which an Acquisition Proposal shall have been made, less in the case of each Option Share, the Option Price. (b) In the event Holder exercises its rights under this Section 8, the Investor Rights Agreement Company shall, within 10 business days thereafter, pay the required amount to Holder by wire transfer of immediately available funds to an account designated by Holder and Holder shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice surrender to the Company require that Fair Market Value the Option and any certificates evidencing the Company Common Shares purchased thereunder with respect to which Holder then has beneficial ownership. (c) The period for exercise of the rights provided under this Section 8 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such rights, for the expiration of all statutory waiting periods, and to the extent required to obtain any required stockholder approval or until such stockholder approval is no longer required pursuant to the Company's certificate of incorporation; and (ii) to the extent necessary to avoid liability under Section 16(b) of the Exchange Act by reason of such exercise. (d) If within 12 months after the date the Merger Agreement was terminated pursuant to the terms thereof, neither the Holder nor any other person has acquired more than fifty percent of the issued and outstanding Company Common Stock Shares, the Company will then have the right to purchase (as defined in the Investor Rights Agreement"Repurchase Right") be determined by an appraisal performed by a qualified independent appraiserall, selected by mutual agreement but not less than all, of the Company and Common Shares acquired upon exercise of this Option of which the GranteeHolder is the beneficial owner on the date the Company gives written notice of its intention to exercise the Repurchase Right, and at a price per share equal to the Fair Market Value greater of the Common Stock as determined by such appraisal shall be binding on both parties. If Option Price or the parties are unable to agree on an appraiser within thirty (30) days average of the Grantee’s notice closing price per Company Common Share on the NYSE Composite Tape for the five consecutive trading days ending on and including the trading date immediately prior to the Company, then within seven (7) days, each party shall submit the names consummation of four nationally-recognized firms that are engaged in the business such repurchase of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Company Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the GranteeShares.

Repurchase. Shares acquired a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the settlement Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Vested RSUs Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be repurchased set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a applied by Buyer toward the outstanding Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay Price for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeapplicable Transaction.

Repurchase. Shares acquired (i) Provided that no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, Seller may voluntarily repurchase, and Buyer shall resell, Purchased Assets without penalty or premium on any Business Day by delivering to Buyer written notice. If Seller intends to make such a repurchase, Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Assets to be repurchased. If such notice is given and not subsequently revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. Any repurchase of a Purchased Asset may occur simultaneously with a sale of the Purchased Asset to a third-party investor. (ii) Provided that (A) no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, and (B) Buyer has received the Repurchase Price in full upon repurchase with respect to any Purchased Asset, Buyer agrees to release its ownership interest hereunder in such Purchased Asset (including the settlement of Vested RSUs may be repurchased Repurchase Assets related thereto) pursuant to a release letter substantially in a form agreed upon by the parties; provided that, in the event of a partial remittance of the Repurchase Price without a request for repurchase, such payment will be applied as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis to the Repurchase Price of all Purchased Assets. (iii) With respect to Principal Payments (other than such payments of the type set forth in clause (i) of the definition of “Principal Payments”) of a Purchased Asset, Seller agrees to (A) comply with Section 8 of this Agreement, (B) provide Buyer a notice specifying any applicable Purchased Asset that has been prepaid or defeased in accordance with the terms of the Investor Rights Agreement. For purposes applicable Purchased Asset, and (C) in the case of this Section 8defeasance, deliver to the Investor Rights Agreement Custodian the defeasance collateral and upon such delivery the Custodian shall be modified as follows: Within ten (10) days following permitted to physically release and transfer to Servicer all of the collateral previously pledged to secure payments in respect of the Purchased Asset that was defeased. Buyer’s ownership interest in Purchased Assets which have been prepaid or defeased in full shall automatically be released after receipt of a Repurchase Notice evidence of compliance with clauses (as defined in the Investor Rights Agreement), the Grantee A) through (including for all purposes hereof the representative C) of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeimmediately preceding sentence.

Repurchase. Shares acquired upon a. The related Seller shall repurchase the settlement related Purchased Mortgage Loans from the Administrative Agent on behalf of Vested RSUs may Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent, Group Agents or any Buyer shall be repurchased pursuant applied to reduce the terms Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Investor Rights Agreement. For purposes Purchased Mortgage Loans from the Administrative Agent on behalf of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement), the Grantee Buyers or its designee (including for all purposes hereof the representative Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Event of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company Default shall have occurred and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securitiesis continuing, and each party shall be entitled Group Agent has received its Buying Group’s ratable portion of the related Repurchase Price (based upon the portion of the Purchase Price funded by such Group Agent for such Transaction) upon repurchase of the Purchased Mortgage Loans by the related Seller, Administrative Agent and Buyers agree to strike two names release their ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Administrative Agent and Group Agents with a copy of a report from the other partyrelated Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to each Group Agent, within two Business Days, its Buying Group’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment portion of the appraiser, the Grantee shall be deemed Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Administrative Agent and Group Agents a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Administrative Agent and Buyers agree to release their ownership interest in Purchased Mortgage Loans which have agreed to the Board’s determination been prepaid in full after receipt of Fair Market Value evidence of compliance with clauses (i) through (iii) of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if the Fair Market Value of the Common Stock as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal shall be borne by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeimmediately preceding sentence.

Repurchase. Shares acquired upon On the settlement Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of Vested RSUs may be repurchased pursuant the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice maturity date - 50- (as defined in under the Investor Rights Agreement), the Grantee related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (including for all purposes hereof the representative d) of the Grantee’s estate) definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may by written notice occur up to the Company require second Business Day after such Repurchase Date; provided, further, that Fair Market Value Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Common Stock (Repurchase Price therefor. So long as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiserno Event of Default has occurred and is continuing, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee Buyer shall be deemed to have agreed simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release to the Boardapplicable Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s determination sole expense, any and all documents, instruments and agreements necessary to release all security interests in such Purchased Asset, including, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, an amendment thereto or termination thereof evidencing the release of Fair Market Value of the Common Stock notwithstanding the Granteesuch Purchased Asset from Buyer’s disagreement therewith. The Company shall initially pay for the cost of the appraisalsecurity interest therein; provided, however, that whether or not an Event of Default has occurred and is continuing hereunder, Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, all necessary release documents if (a) the Fair Market Value Underlying Obligor has paid the entire principal amount of the Common Stock as determined underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment of the underlying Whole Loan in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the appraisal does not exceed the Fair Market Value Underlying Obligor, unless one hundred percent (100%) of the Common Stock as initially determined by net proceeds due in connection with the Company by at least ten percent (10%), the cost relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the appraisal then-current Repurchase Price of the related Purchased Asset shall be borne applied by the Grantee Buyer to reduce any other amounts due and such cost shall be recovered from an offset and reduction from the purchase price paid payable to the GranteeBuyer under this Agreement.

Repurchase. Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes New Notes Upon a SAFE Noncompliance Event Upon completion by the Parent Guarantor of this Section 8registration of the Parent Guarantee for the New Notes with SAFE, the Investor Rights Agreement shall Parent Guarantor will be modified as follows: Within ten (10) days following receipt of required to deliver an Officer’s Certificate in a Repurchase Notice (as defined form set forth in the Investor Rights Agreementindentures governing the New Notes attaching a copy of the relevant certificate of registration from SAFE and certifying that such copy is true and correct (such registration and delivery of an Officer’s Certificate attaching the SAFE certificate referred to collectively as the “SAFE Completion Event”), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice to the Company require that Fair Market Value of the Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the Company, then within seven (7) days, each party shall submit the names of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination of Fair Market Value of the Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisal; provided, however, that if after using its best endeavours, the Fair Market Value Parent Guarantor is not able to complete such registration and such non-completion would not affect the legality and validity of the Common Stock Parent Guarantee under applicable law, the Parent Guarantor shall be deemed not to be in breach of its obligations relating to the SAFE Completion Event. Upon the occurrence of a SAFE Noncompliance Event (as determined by the appraisal does not exceed the Fair Market Value of the Common Stock as initially determined by the Company by at least ten percent (10%defined below), the cost Parent Guarantor will be required to make an offer to repurchase all of the appraisal shall be borne New Notes at a price in cash equal to 100% of the principal amount of the New Notes issued for repurchase, plus accrued and unpaid interest on the principal amount of the New Notes being repurchased to but excluding the date of repurchase. “SAFE” means the State Administration of Foreign Exchange of the PRC or its local counterparts. “SAFE Noncompliance Event” means the non-occurrence of the SAFE Completion Event by 180 SAFE Business Days after the Grantee and such cost shall be recovered from an offset and reduction from Original Issue Date. “SAFE Business Day” means a day other than a Saturday, Sunday or a day on which the purchase price paid SAFE is authorized or obligated by law or executive order to the Granteeremain closed.