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 written 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 written 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 and not withdrawn, (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 (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 (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 Board’s determination of Fair Market Value release from the Seller of the Common Stock notwithstanding related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Grantee’s disagreement therewithPledged Items related thereto). The Company shall initially pay for applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and 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 Pledged Items related thereto shall be borne delivered to Seller or the designee of Seller free and clear of any Lien created by the Grantee and such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteeor through Buyer.

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 (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 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 (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 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 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 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 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 (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. 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 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 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 At the Closing (as hereinafter defined), upon the settlement terms and subject to the conditions of Vested RSUs may be repurchased this Agreement, Seller will sell, transfer, convey, assign and deliver to the Company, and the Company will purchase, acquire and accept from Seller, the Seller Shares at the purchase price paid by the Company for each Share pursuant to the terms Tender Offer (the “Purchase Price”), in each case, in accordance with applicable law, free and clear of any and all liens. Notwithstanding the foregoing, if the Tender Offer is undersubscribed such that the number of Shares properly tendered and not properly withdrawn pursuant to the Tender Offer is less than the Tender Offer Amount but at least 3,644,859 Shares are properly tendered and not properly withdrawn pursuant to the Tender Offer, the Base Seller Shares to be sold hereunder shall be increased by the difference between (i) the Tender Offer Amount and (ii) the number of Shares properly tendered and not properly withdrawn pursuant to the Tender Offer (the “Increase”); provided that (x) the prior written consent of the Investor Rights Agreement. For purposes of this Section 8, Seller (the Investor Rights Agreement “Consent”) in its sole discretion shall be modified required to the extent that the Increase would cause Seller to beneficially own less than 33% of the outstanding Shares (on a fully diluted basis) immediately following the completion of the Closing (as follows: Within ten defined below) and, on the business day immediately following the expiration date of the Tender Offer (10) or, if any request for such Consent is made earlier by the Company, no more than two business days following receipt such request), Seller shall either provide to the Company the Consent or advise the Company that it has determined not to provide the Consent and (y) in no event shall the Increase cause Seller to beneficially own less than 30% of the outstanding Shares (on a Repurchase Notice fully diluted basis) immediately following the completion of the Closing; and provided further that if the Company decides to exercise the Two Percent Upsize Option (as defined in the Investor Rights AgreementOffer to Purchase), Seller agrees to proportionally increase the Grantee (including for all purposes hereof number of Seller Shares, up to an additional 429,005 Seller Shares in the representative event the full Two Percent Upsize Option is exercised, so as to continue to beneficially own approximately 36% of the Grantee’s estate) may by written notice to outstanding Shares immediately following the Company require that Fair Market Value completion 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 GranteeClosing.

Repurchase. Shares acquired upon the settlement of Vested RSUs may be repurchased pursuant (a) Immediately 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 occurrence of a "Repurchase Notice Event" (as defined in the Investor Rights AgreementSection 7(d)), the Grantee (including for all purposes hereof the representative i) following a request of the Grantee’s estateHolder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) may by written notice shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the Company require that Fair Market Value of amount by which (A) the Common Stock "Market/Offer Price" (as defined in this Section 7(a)) exceeds (B) the Investor Rights AgreementOption 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 within 90 days of the occurrence of such Repurchase Event (or such later period as provided in Section 10), Issuer 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 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 90-day 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 event of a sale of all or a substantial portion of Issuer's assets, the sum of the price paid in such sale for such assets and the 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 the 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 Holder or Owner, as the case may be, and reasonably acceptable to the Issuer. (b) The Holder and the GranteeOwner, as the case may be, may exercise its right to require Issuer to repurchase the Option 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 any Option Shares pursuant 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 7 by surrendering for such purpose 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.B-5

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 Selling Stockholder, and each Selling Stockholder hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of their right, title, and interest in and to the number of Repurchase Shares acquired upon set forth opposite such Selling Stockholder’s name on Schedule A hereto. The per share purchase price for each Repurchase Share (the settlement “Per Share Purchase Price”), shall be the midpoint between (x) the per share price at which the Selling Stockholders sell the Underwritten Shares to the Underwriters in the Public Offering and (y) the price at which the Underwriters sell the Underwritten Shares to the public. Subject to adjustment as provided for herein, the aggregate number of Vested RSUs may Repurchase Shares to be repurchased purchased by the Company from the Selling Stockholders shall be 8,185,092, provided that if the Finance Committee authorizes an Adjustment Amount for the Repurchase of additional or fewer Repurchase Shares reasonably prior to the pricing of the Underwritten Shares pursuant to the terms Underwriting Agreement, then the aggregate number of Repurchase Shares shall be adjusted with the consent of the Investor Rights Agreement. For purposes of this Section 8Selling Stockholders to be the number determined by dividing $150.0 million plus or minus such Adjustment Amount, as applicable, by the Investor Rights Agreement Per Share Purchase Price, rounded down to the nearest whole share, and shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined allocated pro rata among the Selling Stockholders. Notwithstanding the foregoing, in the Investor Rights Agreementevent that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company, is greater than the sum of $150.0 million plus or minus any Adjustment Amount (the “Aggregate Loan Amount”), the Grantee aggregate number of Repurchase Shares shall be reduced to a number of shares equal to (including for all purposes hereof i) the representative Aggregate Loan Amount divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. Notwithstanding anything to the contrary contained herein, prior to the pricing of the Grantee’s estate) may by written Underwritten Shares pursuant to the Underwriting Agreement, with regard to any Selling Stockholder, such Selling Stockholder may, upon notice to the Company require that Fair Market Value given reasonably prior to the pricing of the Common Stock Underwritten Shares pursuant to the Underwriting Agreement, elect to decrease the number of shares to be sold pursuant to this Agreement, provided that (as defined in i) the Investor Rights Agreementtotal decrease by all Selling Stockholders shall not exceed 2,728,364 shares and (ii) no Selling Stockholder may elect to decrease the number of shares to 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 sold by such appraisal shall be binding on both parties. If Selling Stockholder pursuant to this Agreement if the parties are unable to agree on Selling Stockholders have already approved an appraiser within thirty (30) days of the Grantee’s notice adjustment to the Company, then within seven (7) days, each party shall submit the names number of four nationally-recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled such shares pursuant 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 GranteeAgreement.

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 Xxxxxxxxxx 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 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 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. Section 3.06 Facility Termination Date Extension Options; Maximum Amount Upsize Option.

Repurchase. Shares acquired (a) Subject to Section 11(i), at the request of the Parent given prior to an Exercise Termination Event, at any time commencing upon the settlement occurrence of Vested RSUs may be repurchased a Repurchase Event (as defined below), the Company (or any successor entity thereof) shall repurchase the Option from the Parent together with all (but not less than all, subject to Section 10) shares of Company Common Stock purchased by the Parent pursuant thereto with respect to which the Parent then has Beneficial Ownership, at a price (on a per share basis, the "Per Share Repurchase Price") equal to the sum of: (i) The aggregate Purchase Price paid by the Parent for any shares of Company 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 Common Stock (defined as defined in the Investor Rights Agreementhigher of (x) be determined by an appraisal performed by the highest price per share at which a qualified independent appraiser, selected by mutual agreement tender or exchange offer has been made for shares of Company Common Stock or (y) the highest closing mean of the Company 'bid' and the Grantee'ask' price per share of Company Common Stock reported on the Nasdaq National Market for any day within the six-month period immediately preceding the date the Parent gives notice of the required repurchase under this Section 7) and (B) the Purchase Price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of Company Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such Purchase Price; and (iii) The difference between the Market/Tender Offer Price and the Fair Market Value Purchase Price paid by the Parent for any shares of Company Common Stock purchased pursuant to the exercise of the Common Stock as determined Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than 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 appraisalPurchase Price; provided, however, that if the Fair Market Value sum of clauses (i), (ii) and (iii) is greater than an amount (the "Maximum Repurchase Price") equal to the sum of (x) $15,000,000 and (y) the amount set forth in (i) above, then such price shall be deemed to be the Maximum Repurchase Price for all purposes hereunder. (b) In the event the Parent exercises its rights under this Section 7, the Company shall, within 10 business days thereafter, pay the required amount to the Parent by wire transfer of immediately available funds to an account designated by the Parent and the Parent shall surrender to the Company the Option and the certificates evidencing the shares of Company Common Stock purchased thereunder with respect to which the Parent then has Beneficial Ownership, and the Parent shall warrant that it has sole record ownership 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 independent nationally recognized investment banking firm selected by the Parent and reasonably acceptable to the Company. (d) For purposes of this Section 7, a Repurchase Event shall be deemed to have occurred (i) upon the consummation of any merger, consolidation or similar transaction involving the Company or any purchase, lease or other acquisition of all or a substantial portion of the Common Stock as determined by the appraisal does not exceed the Fair Market Value assets of the Common Stock as initially determined Company, other than any such transaction which would not constitute an Acquisition Transaction pursuant to the provisos to Section 3(b)(i) hereof or (ii) upon the acquisition by the Company by at least ten percent (10%), the cost any person of beneficial ownership of 50% or more of the appraisal then outstanding shares of Company Common Stock, provided that no such event shall be borne by constitute a Repurchase Event unless an Extension Event shall have occurred prior to an Exercise Termination Event. The parties hereto agree that the Grantee and such cost Company's obligations to repurchase the Option or Option Shares under this Section 7 shall be recovered from not terminate upon the occurrence of an offset and reduction from the purchase price paid Exercise Termination Event unless no Extension Event shall have occurred prior to the Granteeoccurrence of an Exercise Termination Event. 8.

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. 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 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 shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the Board’s determination 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 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 Securities Account Bank after payment of the Common Stock notwithstanding Repurchase Price therefor shall, at the Grantee’s disagreement therewithwritten direction of Buyer, 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. 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 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 upon 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 the units of Stapled Securities delivered in settlement of Vested RSUs may be repurchased the Restricted Stock Units (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 (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreementthereof), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice at a price 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 parties. If paid to Participant at the parties are unable to agree on an appraiser within thirty (30) days closing 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 repurchase 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 therewitha lump sum. The Company shall initially pay for the cost Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the appraisal; providedcertificates or other instruments, howeverif any, representing the units of Stapled Securities, shares of Common Stock or other securities so purchased, duly endorsed. Notwithstanding the foregoing, in the event that if 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 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 ten days following the end of the Negotiation Period, which two appraisers will, within 15 days following the end of the Negotiation Period, select a third appraiser) (such retained or selected appraiser, the “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 final and binding. The Company shall bear all costs associated with the appraisal process described in this paragraph. Subject to compliance with Section 409A of the Code, any payment or action otherwise due or required in connection with the Restricted Stock Units shall be delayed, and shall not be due or required, until at least five days following the final determination of any dispute pursuant to this paragraph.]1 Upon and following the occurrence of an IPO, the Company’s right to repurchase units of Stapled Securities or shares of Common Stock as determined by the appraisal does not exceed the Fair Market Value delivered in settlement of the Common Restricted Stock as initially determined by the Company by at least ten percent (10%), the cost of the appraisal Units pursuant to this Section 5 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 upon the settlement of Vested RSUs may be repurchased pursuant (a) In consideration, and subject to the terms and conditions, of this Agreement, (i) each of the Investor Rights Agreement. For purposes Employee Parties hereby is selling, and EPS hereby is repurchasing, all of this Section 8the Employment Shares of each Employee; and (ii) each Employee Party hereby is selling, and EPS hereby is repurchasing, the Investor Rights number of Net Subscription Shares set forth next to his or its name on Schedule A under the column heading "Net Subscription Shares Repurchased" (the "REPURCHASED SUBSCRIPTION SHARES" and together with the Employment Shares, the "REPURCHASED SHARES"). After giving effect to the repurchase of Repurchased Shares as of the date hereof, each Employee (together with his donees as listed on Schedule A) will own (directly or indirectly) free of restrictions (other than those imposed under applicable securities laws or under the Stockholder Agreement shall be as modified pursuant to Section 4.13) the number of shares stated on Schedule A under the heading "TOTAL RETAINED SHARES" (the "TOTAL RETAINED SHARES"), which for each Employee consist of (i) his or his Affiliates' Gifted Shares, (ii) his or his Affiliates' Transaction Shares, (iii) his or his Affiliates' remaining Subscription Shares net of gifts, transfers, and repurchase of the Repurchased Subscription Shares, as follows: Within ten listed on Schedule A under the column heading "Retained Subscription Shares," and (10iv) days following receipt with respect to Wattx, 00,552 shares of a Repurchase Notice (as defined EPS common stock issued with respect to his ownership in First Financial Resources, Inc. None of the Shares included in the Investor Rights Agreement)Total Retained Shares were purchased under, and such shares are not subject to, the Grantee (including for all purposes hereof Restricted Stock Purchase Agreements. Except as specifically set forth in this Agreement, each Employee Party and the representative donees of the Grantee’s estate) may by written notice Employee Parties will continue to have the rights and be subject to the Company require that Fair Market Value of the Common Stock (obligations associated with their Retained Shares as defined set forth in the Investor Rights Subscription Agreement or Transaction Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of as the Company and case may be, pursuant to which such shares were purchased, as well as the Grantee, and the Fair Market Value of the Common Stock Stockholder Agreements as determined by such appraisal shall be binding on both parties. If the parties are unable modified pursuant 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 Grantee4.13.

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 In the settlement event Purchaser discovers that a breach of Vested RSUs may be repurchased pursuant to any representation or warranty contained in Sections 5 and/or 7 has occurred and such breach materially and adversely affects the terms value of the Investor Rights Agreement. For purposes related Mortgage Loans and the interests of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten Purchaser in such Mortgage Loans (10) days following receipt of a Repurchase Notice (as defined in the Investor Rights Agreement“Breach”), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) Purchaser may demand by providing prompt written notice to Seller that Seller repurchase the Company require that Fair Market Value affected Mortgage Loans from Purchaser. Such notice from Purchaser shall be accompanied by sufficient documentation to enable Seller to determine the validity of Purchaser's assertion. Notwithstanding the foregoing, Seller shall have ninety (90) days to cure any Breach. This cure period will commence upon the date of receipt by Seller of Purchaser's written notice to Seller of the Common Stock related Breach. In the event a Breach is not cured within such ninety (as defined in 90) day period, at Purchaser's option, 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 affected Mortgage Loan 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 repurchased 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 appraisalSeller; provided, however, that in no event shall Seller have any obligation to repurchase any Mortgage Loan sold to Purchaser hereunder if the Fair Market Value Purchaser does not provide notice of the Common Stock related Breach within six (6) months following the related Closing Date. With respect to any representations and warranties made by Seller (other than with respect to the representation and warranty set forth in Sections 5(d) and 7(e) herein), in the event that it is discovered that the circumstances with respect to the Mortgage Loan are not accurately reflected in such representation and warranty notwithstanding the actual knowledge or lack of knowledge of Seller, then, notwithstanding that such representation and warranty is made “to Seller's knowledge,” there shall be a breach of such representation and Seller shall cure such breach or repurchase the affected Mortgage Loan as determined by provided in this Section 8. The repurchase price (the appraisal does not “Repurchase Price”) shall be equal to the product of (i) the unpaid principal balance of the affected Mortgage Loan as of the repurchase date and (ii) the applicable Purchase Price Percentage for the affected Mortgage Loan; provided, however, that in no circumstance shall the Repurchase Price exceed the Fair Market Value Purchase Price paid for such affected Mortgage Loan. Upon completion of such repurchase by Seller, Purchaser and Seller shall arrange for the reassignment of the Common Stock as initially determined repurchased Mortgage Loan to Seller and the delivery to Seller of any documents held by Purchaser or its custodian relating to the Company by at least ten percent repurchased Mortgage Loan. In the case of any lien for which an assignment from Seller to Purchaser has been recorded prior to repurchase, Purchaser shall within five (10%), the cost 5) business days of the appraisal repurchase provide an executed assignment from Purchaser to Seller. It is understood and agreed that the obligations of Seller set forth in this Section 8 constitute the sole remedies available to Purchaser in respect to a breach of Seller's representations and warranties set forth in this Agreement. In no event shall Seller be borne by the Grantee and liable for any additional damages, including, without limitation, consequential, punitive or exemplary damages, with respect to any such cost shall be recovered from an offset and reduction from the purchase price paid to the Granteebreach.

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 -41- 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 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 and the GranteeRepurchase Price, 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 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 Buyer 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 (a) Immediately 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 occurrence of a "Repurchase Notice Event" (as defined in the Investor Rights AgreementSection 7(d)), the Grantee (including for all purposes hereof the representative i) following a request of the Grantee’s estateHolder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) may by written notice shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the Company require that Fair Market Value of amount by which (A) the Common Stock "Market/Offer Price" (as defined in this Section 7(a)) exceeds (B) the Investor Rights AgreementOption 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 within 90 days of the occurrence of such Repurchase Event (or such later period as provided in Section 10), Issuer 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 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 90-day 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 event of a sale of all or a substantial portion of Issuer's assets, the sum of the price paid in such sale for such assets and the 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 the 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 Holder or Owner, as the case may be, and reasonably acceptable to the Issuer. (b) The Holder and the GranteeOwner, as the case may be, may exercise its right to require Issuer to repurchase the Option 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 any Option Shares pursuant 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 7 by surrendering for such purpose 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.C-5

Repurchase. Shares acquired If the Company intends to exercise any right of repurchase in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least sixty (60) days prior to the intended date of repurchase which notice shall set forth the particulars of the proposed repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have determined, in consultation with the Company, that such proposed repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase rights are being exercised against payment of the applicable repurchase price. Upon receipt of confirmation from the Custodian that the repurchase has taken place and that funds representing the repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire GDSs and cancel GDRs, if applicable, upon delivery of such GDSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are repurchased, the GDSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase price per GDS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the GDS(s)-to-Share(s) ratio) upon the settlement repurchase of Vested RSUs may be repurchased pursuant the Deposited Securities represented by GDSs (subject to the terms of Section 4.8 and the Investor Rights Agreement. For purposes of this Section 8applicable fees and charges of, and expenses incurred by, 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 GranteeDepositary, 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 (30taxes) 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 multiplied by the appraisal does not exceed the Fair Market Value number of the Common Stock as initially determined Deposited Securities represented 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 Granteeeach GDS repurchased.

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 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 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, plus an amount equal to the related unpaid Margin Deficit, 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 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 may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8c) Buyer, 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 Seller, shall have the Company right to require that Fair Market Value Seller to repurchase a Mortgage Loan for any of the Common Stock (as defined following reasons. i) if a representation or warranty given by Seller all to a particular Mortgage Loan is materially breached; ii) if there has been a material period of time after the loan closing, the determination of which is at Buyer's discretion; or iv) if Buyer discovers fraud in the Investor Rights Agreementpart of Seller or its agents or employees or Borrower or Mortgagor or v) be determined by an appraisal performed by a qualified independent appraiserif FHLMC, selected by mutual agreement FNMA or any other investor has requested the repurchase of the Company and the Grantee, and the Fair Market Value Mortgage Loan because of any of the Common Stock breaches stated in paragraph i - iv herein. d) At Buyer's option, Seller shall, within such reasonable time frames as determined set by Buyer in the notice, be required, at Seller's option, to either promptly cure such appraisal breach or defeot (if curable) or repurchase the Mortgage Loan if the defect is not cured within such period as FHLMC or FNMA permit seller shall immediately repurchase the Loan. The repurchase price shall be binding on both parties. If derived by multiplying the parties are unable to agree on an appraiser within thirty (30) days unpaid balance 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 Mortgage Loan as of the appraiser, the Grantee shall be deemed to have agreed to the Board’s determination date of Fair Market Value repurchase 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 Mortgage Loan 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 (expressed as a percentage of par) originally paid by the Buyer for such Mortgage Loan by Seller and any charges incurred by or properly payable to Buyer, including but not limited to, any discount (calculated the Granteesame as above) paid by Buyer upon sale, if any of the Mortgage Loan. Upon any such repurchase of a Mortgage Loan by Seller, Buyer shall endorse the Mortgage Note (without recourse) and shall assign any security therefore (without recourse and in recordable form) to Seller.

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 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 upon the settlement of Vested RSUs may be repurchased pursuant Subject to the terms of the Investor Rights Agreement. For purposes this Article VIII, Seller shall repurchase any Loan sold to Purchaser pursuant to this Agreement within five (5) Business Days of this Section 8, the Investor Rights Agreement shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice of Claim from Purchaser if Seller breaches in any material respect any of the representations, warranties or agreements contained in Section 4.2 (as defined provided that Seller has not cured such breach within the period specified in the Investor Rights AgreementSection 7.1), provided that such Notice of Claim is delivered within sixty (60) days after the Grantee (including Closing Date. On the Repurchase Date, Seller shall pay to Purchaser, in immediately available funds, the Repurchase Price, and Purchaser shall convey to Seller all of Purchaser’s right, title and interest in and to such Loan and any related collateral. In addition to the foregoing, if any Loan required to be repurchased hereunder is cross-collateralized with any other Loan sold hereunder, Seller shall have the right, in its sole discretion, to repurchase such other Loan or Loans on the Repurchase Date and shall pay to Purchaser, in immediately available funds, the Repurchase Price for each such other Loan or Loans. Purchaser shall convey to Seller all purposes hereof of Purchaser’s right, title and interest in and to such Loan or Loans and any related collateral and the representative provisions of this Article VIII shall apply with respect to all Loans repurchased. Notwithstanding the foregoing, Seller shall not be obligated under any circumstances to repurchase any Loans under this Section 8.1 unless the aggregate amount of the Grantee’s estate) may by written notice to the Company require that Fair Market Value Repurchase Price of the Common Stock (as defined in Loans to which it has a repurchase obligation hereunder, together with the Investor Rights Agreement) aggregate amount of Losses for which Purchaser is entitled to be determined by an appraisal performed by a qualified independent appraiserindemnified under Section 7.3(a), selected by mutual agreement of exceeds the Company and the GranteeSeller Basket, and the Fair Market Value of the Common Stock as determined by such appraisal thereafter Seller shall be binding on both parties. If the parties are unable required to agree on an appraiser within thirty (30) days of the Grantee’s notice repurchase all such Loans 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 which it has repurchase obligation under this Section 8 regarding 8.1 at 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 Xxxxx, 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 Xxxxx’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 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 On the settlement of Vested RSUs may be repurchased pursuant Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer 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 Price (as defined in of such date) for such Purchased Asset and related Records (if any) and all amounts payable by Seller to any Affiliated Hedge Counterparty under the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by written notice related Interest Rate Protection Agreement with such Affiliated Hedge Counterparty relating 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 Granteesuch Purchased Asset, 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 that, 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 received by Buyer 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. 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 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 any 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. 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 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 acquired upon In the settlement event of Vested RSUs may be repurchased pursuant to the terms a breach of any of the Investor Rights Agreement. For purposes warranties set forth above at the Initial Cut-Off Date, Initial Purchase Date, Additional Cut-Off Dates or Additional Purchase Dates (as applicable) which materially and adversely affects the interests of this Section 8the Issuer or the Noteholders, the Investor Rights Agreement relevant Seller shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in have until the Investor Rights Agreement), the Grantee (including for all purposes hereof the representative end of the Grantee’s estateMonthly Period which includes the sixtieth (60th) may by written notice day (or, if such Seller elects an earlier date) after the date that such Seller became aware or was notified of such breach to cure or correct such breach (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 "Cure Period"). Any 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 breach or failure will 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 a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on the related Purchased Receivable. If the relevant Seller does not cure or correct such breach prior to the Board’s determination of Fair Market Value end of the Common Stock notwithstanding Cure Period, then such Seller shall repurchase the Grantee’s disagreement therewithPurchased Receivables affected by such breach from the Issuer on the Payment Date following the expiration of such Cure Period. Any such repurchase shall be at a price equal to the Discounted Principal Balance of such Purchased Receivables as of the relevant Repurchase Date (the "Repurchase Amount"). If a Purchased Receivable does not exist at the time of its purported assignment to the Issuer, the relevant Seller shall pay an amount equal to the deemed amount of the Discounted Principal Balance of such non-existent Receivable as of the date of such payment to the Issuer on the Payment Date following notification from the Servicer of such non-existence. In relation to Initial Purchased Receivables purchased from Dunyard, in the event of a breach of any of the Dunyard Warranties and Representations at the original cut-off date by Xxxxxxx from VWFS, the Issuer shall have a direct claim against VWFS pursuant to the Dunyard Receivables Purchase Master Deed for the repurchase of such Receivables. Clean-Up Call The Issuer will be entitled to exercise the Clean-Up Call by selling the Purchased Receivables for the Clean-Up Call Settlement Amount at any time when the sum of the Aggregate Discounted Principal Balance for all outstanding Purchased Receivables is less than 10 per cent. of the sum of the Aggregate Initial Cut-Off Date Discounted Principal Balance of the Purchased Receivables provided that the conditions set out in Condition 6.3 for redemption of the Notes are satisfied. In calculating the Clean-Up Settlement Amount, discounting shall be made on the last calendar day of the month in which the Purchased Receivables are sold by the Issuer. In addition the risk of losses, if any, shall be taken into account in calculating the Clean-Up Settlement Amount resulting in a fair market value, adjusted for delinquent or defaulted Purchased Receivables. The Company Clean-Up Call Settlement Amount shall initially pay for the cost be due immediately on exercise 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 GranteeClean-Up Call.

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. 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 Xxxxx’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 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. 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 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. Xxxxxx 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. 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 Xxxxx’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 Xxxxx’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 (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 Default or 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 cures the Default or Event of a Repurchase Notice (as defined in the Investor Rights AgreementDefault), 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 Default or 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 Board’s determination 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 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 (i) Buyer's actions or inactions or, (ii) in the event Servicer is Xxxxx 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 notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay for the cost then current Repurchase Price of the appraisal; provided, however, that if related Purchased Asset shall be applied to the Fair Market Value 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 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 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 Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset on a servicing released basis, whereupon the Common Stock Transaction with respect to such Purchased Asset shall terminate. So long 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 no Event of the Grantee’s notice to the CompanyDefault 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 promptly release to Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute, acknowledge and deliver to Seller, at Seller's sole expense, any and all documents, instruments and agreements necessary to release all security interests in such Purchased Asset, including, to the Board’s determination extent any UCC financing statement filed against 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 Grantee’s disagreement therewith. The Company shall initially pay for the cost of the appraisalsuch Purchased Asset from Buyer's security 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 Seller, at 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 Mortgage Loan Documents and (b) 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 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 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. 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 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.

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.