Common use of Repurchase Clause in Contracts

Repurchase. In the event any representation or warranty under Section 2.03(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. (a) In the event any representation or warranty under Section 2.03(aof a Repurchase Event (as hereinafter defined), (i) is not true and correct as following a written request of the date specified therein with respect Holder, delivered prior to any Receivable or Account and the Buyer isan Exercise Termination Event, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days Issuer (or such longer period as may be agreed to by the Buyerany successor thereto) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which Option from the Buyer is required to accept reassignment pursuant to Holder immediately after the Pooling and Servicing Agreement on Repurchase Event at a price (the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount “Option Repurchase Price”) equal to the Purchase 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 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 Receivable. Upon payment assets and the current market value of the Purchase 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 of Issuer outstanding at the time of such sale. In determining the Market/Offer Price, the Buyer value of consideration other than cash shall automatically be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and without further action be deemed to sell, transfer, assign, set over and otherwise convey reasonably acceptable to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Issuer.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and Servicing Agreementsuch amounts may occur up to the second Business Day after such Repurchase Date; provided, thenfurther, within 30 days that 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 Repurchase Price therefor. So long as no 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 promptly release to the applicable Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s 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 such 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 the related Seller, at such Seller’s sole expense, all necessary release documents if (a) the Underlying Obligor has paid the entire principal amount of the 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 longer period as may 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 agreed 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 BuyerUnderlying Obligor, unless one hundred percent (100%) of the earlier net proceeds due in connection with the relevant payoff shall be paid directly to occur Buyer. The portion of all such net proceeds in excess of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase then-current Repurchase Price for such Receivable. Upon payment of the Purchase Price, the related Purchased Asset shall be applied by Buyer shall automatically to reduce any other amounts due and without further action be deemed payable to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to under this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Agreement.

Repurchase. (a) In the event any representation or warranty under Section 2.03(aof a Repurchase Event (as hereinafter defined), (i) is not true and correct as following a request of the date specified therein with respect Holder, delivered prior to any Receivable or Account and the Buyer isan Exercise Termination Event, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days Issuer (or such longer period as may be agreed to by the Buyerany successor thereto) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which Option from the Buyer is required to accept reassignment pursuant to Holder immediately after the Pooling and Servicing Agreement on Repurchase Event at a price (the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount “Option Repurchase Price”) equal to the Purchase 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 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 Receivable. Upon payment assets and the current market value of the Purchase 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 of Issuer outstanding at the time of such sale. In determining the Market/Offer Price, the Buyer value of consideration other than cash shall automatically be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and without further action be deemed to sell, transfer, assign, set over and otherwise convey reasonably acceptable to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Issuer.

Repurchase. In Shares acquired upon the event any representation or warranty under Section 2.03(a) is not true and correct as settlement of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as Vested RSUs may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment repurchased pursuant to the Pooling and Servicing terms of the Investor Rights Agreement. For purposes of this Section 8, the Investor Rights Agreement on shall be modified as follows: Within ten (10) days following receipt of a Repurchase Notice (as defined in the Business Day preceding Investor Rights Agreement), the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable Grantee (including for all purposes hereof the representative of the Grantee’s estate) may by making a payment written notice to the Buyer Company require that Fair Market Value of the Common Stock (as defined in immediately available funds 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 Business Day preceding parties are unable to agree on an appraiser within thirty (30) days of the Distribution Date on which such reassignment is to occur in an amount equal Grantee’s notice to the Purchase Price for such ReceivableCompany, 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. Upon payment If the Grantee does not comply with the Grantee’s obligations in this Section 8 regarding the selection and appointment of the Purchase Priceappraiser, the Buyer Grantee shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey have agreed to the Seller, without recourse, representation or warranty, all the right, title and interest Board’s determination of Fair Market Value of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofCommon Stock notwithstanding the Grantee’s disagreement therewith. The Buyer Company shall execute such documents and instruments initially pay for the cost of transfer or assignment and take such other actions the appraisal; provided, however, that if the Fair Market Value of the Common Stock as shall reasonably be requested determined by the Seller to effect appraisal does not exceed the conveyance of such Receivables pursuant to this Section. The obligation Fair Market Value of the Seller to repurchase any 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 Receivable cost shall constitute be recovered from an offset and reduction from the sole remedy respecting the event giving rise to such obligation available purchase price paid to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Grantee.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery of any Repurchase Price and such event by amounts may occur up to the Seller or the Buyersecond 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 monetary Default or Event of Default (in each case, other than those that will be cured by, or simultaneously with, the repurchase of the applicable Purchased Asset) has occurred and is continuing, upon receipt by the Seller or the Buyer of written notice 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, 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 event given 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 Servicer, Buyer or Deposit Account Bank after payment of the Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In a. Seller shall repurchase the event related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer isor its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, required Seller agrees to purchase (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the immediately preceding sentence. c. Seller shall repurchase the Receivable or Receivables of which related Purchased Agency Securities from Buyer on each related Repurchase Date at the Buyer is required to accept reassignment pursuant to Repurchase Price so long as the Pooling and Servicing Agreement Purchased Agency Securities remain on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable Buyer’s Federal Book Account and have not previously been purchased by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Takeout Broker Dealer.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to purchase Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days one (1) Business Day of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by the Buyer(ii) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall immediately repurchase the Receivable Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or Receivables of which the Buyer its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery of any Repurchase Price and such event by amounts may occur up to the Seller or the Buyersecond Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by the Seller or the Buyer of written notice 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, 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 event given 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 Servicer, Buyer or Deposit Account Bank after payment of the Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and Servicing 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 by payment to the Waterfall Account) of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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, then, within 30 days ) to release to Seller (or its designee) the Purchased Asset Documents for such longer period as may 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 agreed 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 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 earlier Repurchase Price therefor shall be remitted to occur of Seller. Notwithstanding the discovery of any such event by the Seller or the Buyerforegoing, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Facility Termination Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In (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 event release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any representation date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or warranty under release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 2.03(a5(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 or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase/Release Price for the designated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. Immediately following receipt of the Repurchase/Release Price by Buyer, the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Account and Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase/Release Price for such ReceivablePurchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Upon payment Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the Purchase Price, the Buyer shall automatically and without further action be deemed to sellhave simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, transferUnderlying REO Property, assignand Pledged Items) in each case without any further action by Buyer or any other Person. (iv) Unless otherwise agreed to pursuant to a bailee arrangement or escrow agreement to which Buyer is a party, set over and otherwise convey with respect to the Sellerany eMortgage Loan, without recourse, representation or warranty, all the right, title and interest upon receipt of the related Repurchase/Release Price by Buyer in for the benefit of Buyer, Buyer shall initiate a Transfer of Location of the eNotes and to such Receivable, all Collateral Security and all monies due or to become due Delegatee status with respect thereto as may be directed by Seller Parties. Notwithstanding any provision contained herein or in any other Facility Document, all transfers (and each such transfer) from Buyer to a Seller Party or any designee of a Seller Party of Mortgage Notes (including without limitation all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation transfers of the Control and/or the Location of any eNote on the MERS eRegistry that result in the transfer of the Control of any eNote from Buyer to a Seller Party or to repurchase any such Receivable other Person) are and shall constitute be without recourse for the sole remedy respecting obligations of the event giving rise to such obligation available to Mortgagor and without any of the Buyer (i) liabilities of an endorser under UCC § 3-414, by analogy or otherwise, and to the Certificateholders (ii) transfer warranties of UCC § 3-417 or the Trustee on behalf of Certificateholders)other warranty, express or implied.

Repurchase. In (a) Subject to the event any representation or warranty under Section 2.03(a) is not true and correct as satisfaction of the date specified therein with respect terms and conditions set forth herein, each of the Sellers hereby agrees to any Receivable or Account sell, and the Buyer is, in connection therewith, required Company agrees to purchase from each of them, the number of shares of Common Stock as set forth on Schedule I hereto (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the price at which the shares of Common Stock are sold in the Public Offering, less any underwriting discounts and commissions (the “Per Share Purchase Price”). At the Closing (as defined below), subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers agrees to sell the Repurchase Shares to the Company, and the Company hereby agrees to purchase each such Receivable or all Receivables in such Account Repurchase Share from each of the Sellers at the Per Share Purchase Price. (b) The obligations of the Sellers to sell and the Company to purchase the Repurchase Shares shall be conditioned upon each of: (i) the execution of an underwriting agreement by and among the Company, the Sellers and the underwriter(s) named therein related to the Public Offering (the “Underwriting Agreement”) within four business days after the date hereof and (ii) the closing of the Public Offering immediately prior to the Repurchase pursuant to Section 2.04(a) the Underwriting Agreement no later than ten business days from the date of the Pooling and Servicing Underwriting Agreement. (c) The closing of the Repurchase (the “Closing”) shall occur immediately after the closing of the Public Offering, then, within 30 days (or at such longer period other time or place after the Public Offering as may be agreed to upon by the Buyer) of Company and the earlier Sellers. At the Closing, the Sellers shall deliver to occur of the discovery of any such event Company or as instructed by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant Company duly executed stock powers relating to the Pooling Repurchase Shares, as applicable, and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is Company agrees to occur. The Seller shall purchase each such Receivable by making a payment deliver to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in Sellers an aggregate dollar amount equal to the product of the Per Share Purchase Price for such Receivable. Upon payment and the total number of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest Repurchase Shares by wire transfer of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation immediately available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)funds.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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, 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 Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the BuyerMaturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making a payment 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 the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Price, net proceeds paid in connection with the Buyer shall automatically relevant payoff and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest (z) one hundred percent (100%) of the Buyer net proceeds received by Seller in and to connection with the sale of such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofPurchased Asset. The Buyer shall execute portion of all such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation net proceeds in excess of the Seller then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to repurchase reduce any such Receivable shall constitute the sole remedy respecting the event giving rise other amounts due and payable to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)under this Agreement.

Repurchase. In the event that the Management Services Agreement is terminated for any representation or warranty under Section 2.03(a) is not true and correct as reason prior to the fourth anniversary of the date specified therein with respect Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any Receivable portion of the Restricted Shares (whether vested or Account unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the Buyer istime and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a cashier's check or wire transfer of funds, (B) subordinated note or notes payable in up to four equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (C) a combination of both (A) and (B), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection therewith, required to purchase such Receivable or all Receivables in such Account with the repurchase of assets by the Medical Group pursuant to Section 2.04(a) 13.5 of the Pooling and Servicing Management Services Agreement, then, within 30 days (or the total amount of such longer period as sums may be agreed to offset by the Buyer) Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such time, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all of the earlier to occur Stockholders who at such time hold equity of or are partners in the discovery of any such event Medical Group. Any notes issued by the Seller or Company pursuant to this paragraph 3(b)(ii) shall be subject to the Buyerrestrictive covenants, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providersif any, the Seller shall repurchase the Receivable or Receivables of to which the Buyer Company is required to accept reassignment pursuant to subject at the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which time of such reassignment is to occurrepurchase. The Seller Company shall purchase each be entitled to receive representations and warranties from such Receivable by making a payment Stockholder regarding (x) such Stockholder's power, authority and legal capacity to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which enter into such reassignment is sale and to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Buyer absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in and to such Receivablethis Agreement, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments repurchases of transfer or assignment and take such other actions as shall reasonably be requested Restricted Shares by the Seller Company under this Section 3(b) shall be subject to effect applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the conveyance Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such Receivables repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section. The obligation Section 3(b), such Stockholder and his or her successors and assigns shall, at the Company's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of the Seller to such repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)in a timely manner.

Repurchase. (a) Subject to Section 11(i), at the request of Buyer at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repur- chase Period"), Seller (or any successor entity thereof) shall repurchase the Option from Buyer together with all (but not less than all, subject to Section 10) shares of Seller Common Stock purchased by Buyer pursuant thereto with respect to which Buyer then has Beneficial Ownership, at a price (per share, the "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of Seller Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of Seller Common Stock reported by NASDAQ, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date Buyer gives notice of the required re- purchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to ad- justment as provided in Section 6), multiplied by the num- ber of shares of Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/ Tender Offer Price is greater than such exercise price; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so pur- chased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Buyer's reasonable out-of-pocket expenses in- curred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, le- gal, accounting and investment banking fees. (b) In the event any representation or warranty Buyer exercises its rights under this Section 2.03(a) is not true 7, Seller shall, within 10 business days there- after, pay the required amount to Buyer by wire transfer of im- mediately available funds to an account designated by Buyer and correct as Buyer shall surrender to Seller the Option and the certificates evidencing the shares of the date specified therein Seller Common Stock purchased thereun- der with respect to any Receivable or Account which Buyer then has Beneficial Ownership, and Buyer shall warrant that it has sole record and Beneficial Ownership of such shares and that the Buyer issame are free and clear of all liens, in connection therewithclaims, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling charges, restrictions and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery encumbrances of any such event by kind whatsoever. (c) In determining the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested deter- mined by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the an independent nationally recognized investment bank- ing firm selected by Buyer and reasonably acceptable to the Certificateholders (or the Trustee on behalf of Certificateholders)Seller.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second (2nd) Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, such event Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion, and thereafter Buyer shall provide notice of same to Seller specifying the relevant Purchased Assets. Any such transfer or the release shall be without recourse to Buyer and without representation or warranty by Buyer, or receipt except that Buyer shall be deemed to represent and warrant to Seller, to the extent that good title was transferred and assigned by the Seller or the to Buyer hereunder, that ▇▇▇▇▇ has made such transfer and release of written notice 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 completion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such event given Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in connection therewithexcess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, required then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to purchase release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by the Buyer(ii) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall immediately repurchase the Receivable Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or Receivables of which the Buyer its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing (unless the repurchase of such Asset cures such Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no 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, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. 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 ▇▇▇▇▇ 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 then current Repurchase Price of the related Purchased Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any representation or warranty under Section 2.03(aevent, within two (2) is not true and correct as Business Days of Buyer’s receipt of the date specified therein with respect to related Income from Servicer) any Receivable or Account and Income remaining from such Purchased Asset after the Buyer is, payment in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) full of the Pooling and Servicing Agreementrelated Repurchase Price for the Purchased Asset being repaid. (c) At any time during the existence of a Default, thenEvent of Default or unsatisfied Margin Deficit, within 30 days Seller shall not repurchase a Purchased Asset unless the Repurchase Price (or including any Release Amount) for such longer period as may be agreed Purchased Asset is paid directly to by the Buyer) . The portion of all such proceeds in excess of the earlier to occur then-current Repurchase Price of the discovery of any such event by related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable. (d) For each three-month period following the Seller or First Extended Facility Termination Date, commencing with the Buyerthree-month period ending following the First Extended Facility Termination Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providersif applicable, the Seller shall repurchase reduce the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable outstanding Purchase Price by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Required Purchase Price for such ReceivableReduction. Upon In the event Seller shall not have made payment of outstanding Purchase Price in the amount of the Required Purchase PricePrice Reduction by the end of each such three month period, Seller shall pay, on the last day of such three month period (commencing with the three month period following the First Extended Facility Termination Date), an amount equal to the difference between the Required Purchase Price Reduction and the amount paid in reduction of outstanding Purchase Price during such three month period. Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey apply such amount to the Selleroutstanding Repurchase Obligations in such manner and order as Buyer may determine. (e) For the avoidance of doubt, without recourse, representation or warranty, all nothing herein shall prohibit Seller from selling an Asset to Buyer on the right, title Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and interest Buyer consents to the purchase of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Asset.

Repurchase. In Subject to the event any representation or warranty under Section 2.03(a) is not true terms and correct as conditions of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing this Repurchase Agreement, thenthe undersigned hereby sells, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyerassigns and transfers to, or receipt by upon the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providersorder of, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warrantyCompany, all the right, title and interest in such portion of the Buyer in Notes as is indicated on the signature page hereto, waives any and all other rights with respect to such ReceivableNotes, all Collateral Security and releases and discharges the Company from any and all monies due 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 become due receive any accrued and unpaid interest or additional interest with respect thereto to the Notes. 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 all proceeds thereof. The Buyer shall execute such documents and instruments Withdrawal at Custodian (“DWAC”) program to Wilmington Trust, National Association, in its capacity as trustee of transfer or assignment and take such other actions as shall reasonably the Notes (the “Trustee”), for the aggregate principal amount of the Notes to be requested by the Seller to effect the conveyance of such Receivables sold pursuant to this SectionRepurchase 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”). The Upon receipt of such Cancellation Order, the Trustee shall process the DWAC Withdrawals in accordance with the Cancellation Orders and shall provide email notification to the Company of each DWAC Withdrawal it processes. In the event that 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 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 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 the Company, 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 undersigned and any representation, warranty, undertaking and obligation of the Seller to repurchase any such Receivable undersigned hereunder shall constitute be binding upon the sole remedy respecting trustees in bankruptcy, legal representatives, successors and assigns of the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)undersigned.

Repurchase. In On the event Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no 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. So long as 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 Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, upon Seller’s request 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or 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 Buyer iscontrary 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 therewithwith a full payoff of the underlying Mortgage Loan by the Underlying Obligor, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(aunless one-hundred percent (100%) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may net proceeds due in connection with the relevant payoff shall be agreed paid directly to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon ; together with payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest excess of the Buyer in and to then current Repurchase Price over such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all net proceeds thereof(if any). The Buyer shall execute portion of all such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation net proceeds in excess of the Seller then-current Repurchase Price of the related Purchased Asset (if any) shall be applied by Buyer to repurchase reduce any such Receivable shall constitute the sole remedy respecting the event giving rise other amounts due and payable to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)under this Agreement.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Agreement), 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery 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 event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the BuyerMaturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making the Underlying Obligor or a payment sale of such Purchased Asset, if Seller shall pay directly to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Pricenet 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 Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey plus an amount equal to the Sellerrelated unpaid Margin Deficit, without recourseif any, representation or warranty, all provided that Seller shall have the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller right to repurchase any Purchased Asset under this Section 3.05 if such Receivable 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 constitute the sole remedy respecting the event giving rise be applied by Buyer to such obligation available reduce any other amounts due and payable to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Buyer, as determined in its discretion, under this Agreement.

Repurchase. (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of Buyer at any time commencing upon the first occurrence of a Purchase Event described in Section 3(b) hereof and ending 12 months immediately thereafter but not later than the termination of the Option pursuant to Section 3(a) hereof (the "Repurchase Period"), Seller (or any successor entity thereof) shall repurchase the Option from Buyer together with all (but not less than all, subject to Section 10) shares of Seller Common Stock purchased by Buyer pursuant hereto with respect to which Buyer then has Beneficial Ownership, at an aggregate price (per share, the "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of Seller Common Stock (defined as the higher (x) of the highest price per share at which a tender or exchange offer has been made for shares of Seller Common Stock or (y) the highest closing sales price per share of Seller Common Stock reported by the Nasdaq National Market, in each case for any day within that portion of the Repurchase Period that precedes the date Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event any representation or warranty Buyer exercises its rights under this Section 2.03(a) is not true 7, Seller shall, within 10 business days thereafter, pay the required amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer and correct as Buyer shall surrender to Seller the Option and the certificates evidencing the shares of the date specified therein Seller Common Stock purchased thereunder with respect to any Receivable or Account which Buyer then has Beneficial Ownership, and Buyer shall warrant that it has sole record and Beneficial Ownership of such shares and that the Buyer issame are free and clear of all liens, in connection therewithclaims, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling charges, restrictions and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery encumbrances of any such event by kind whatsoever. (c) In determining the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested determined by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the an independent nationally recognized investment banking firm selected by Buyer and reasonably acceptable to the Certificateholders (or the Trustee on behalf of Certificateholders)Seller.

Repurchase. In (a) On the event any representation or warranty under Section 2.03(aterms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Seller agrees to transfer, assign, sell, convey and deliver to the Company the Repurchase Shares. The per share purchase price for each Repurchase Share shall be $3,162.50 (the “Per Share Purchase Price”). The Company hereby agrees to purchase the Repurchase Shares from the Seller at the Per Share Purchase Price and in an aggregate amount of $21,824,412.50 (the “Purchase Price”). (b) is not true and correct as The closing of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) sale of the Pooling Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern time on October 10, 2023, or on such other date and Servicing Agreement, then, within 30 days (or such longer period time as may be agreed to by the Buyer) of parties agree in writing. In accordance with the earlier to occur of the discovery of any such event wire instructions set forth on Exhibit A hereto and completed IRS Form W-9 previously provided by the Seller or to the BuyerCompany, or receipt payment for the Repurchase Shares shall be made by wire transfer of immediately available funds to the account specified by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur Exhibit A in an amount equal to the Purchase Price for Price. Transfer taxes payable in connection with the sale of such ReceivableRepurchase Shares, if any, shall be paid by the Seller. (c) By executing this Agreement, the Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect the transfer, assignment, sale, conveyance and delivery of the Repurchase Shares and the simultaneous retirement of the Repurchase Shares by the Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. Upon payment At the Closing (i) in accordance with the preceding sentence, Seller shall take any and all additional action necessary to cause the Repurchase Shares to be transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall take any and all action necessary such that, upon consummation of the Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common Stock, and (iii) the Company shall pay to Seller the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In On the event Repurchase Date for each Purchased Asset, the related Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset or Underlying Asset shall terminate. So long as 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 and the related Underlying Assets, shall authorize Custodian to release to the related 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 request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon Bank after payment of the Purchase Price, the Buyer Repurchase Price therefor shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey remitted to the related Seller. Notwithstanding the foregoing, without recourseon or before the Facility Termination Date, representation or warranty, Sellers shall repurchase all Purchased Assets by paying to Buyer the right, title and interest of the Buyer in and to such Receivable, all Collateral Security outstanding Repurchase Price therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. (a) Subject to Section 11(i), at the request of Seller at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), Buyer (or any successor entity thereof) shall repurchase the Option from Seller together with all (but not less than all, subject to Section 10) shares of Buyer Common Stock purchased by Seller pursuant thereto with respect to which Seller then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by Seller for any shares of Buyer Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for share of Buyer Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Buyer Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of Buyer Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date Seller gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of Buyer Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Seller for any shares of Buyer Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Seller's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees. (b) In the event any representation or warranty Seller exercises its rights under this Section 2.03(a) is not true 7, Buyer shall, within ten business days thereafter, pay the required amount to Seller by wire transfer of immediately available funds to an account designated by Seller and correct as Seller shall surrender to Buyer the Option and the certificates evidencing the shares of the date specified therein Buyer Common Stock purchased thereunder with respect to any Receivable or Account which Seller then has Beneficial Ownership, and Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the Buyer issame are free and clear of all liens, in connection therewithclaims, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling charges, restrictions and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery encumbrances of any such event by kind whatsoever. (c) In determining the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically be determined by an independent nationally recognized investment banking firm selected by Seller and without further action be deemed reasonably acceptable to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Buyer.

Repurchase. (a) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event any representation or warranty COFI exercises its rights under this Section 2.03(a) is not true 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and correct as COFI shall surrender to RCSB the Option and the certificates evidencing the shares of the date specified therein RCSB Common Stock purchased thereunder with respect to any Receivable or Account which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the Buyer issame are free and clear of all liens, in connection therewithclaims, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling charges, restrictions and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery encumbrances of any such event by kind whatsoever. (c) In determining the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically be determined by an independent nationally recognized investment banking firm selected by COFI and without further action be deemed reasonably acceptable to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)RCSB.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within 30 days five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by (ii) immediately repurchase the Buyer) of Mortgage Loan at the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Repurchase Price in accordance with this Section 4. Seller shall repurchase pay Buyer a bid fee equal to $250 (the Receivable or Receivables of which the Buyer is required "Bid Fee") with respect to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such reassignment Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In (a) At any time after the event any representation or warranty under Section 2.03(aoccurrence of a Repurchase Event (as defined below) is not true and correct as (i) at the request of the date specified therein with respect Holder, delivered prior to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days an Exercise Termination Event (or such longer later period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyerprovided in Section 10), or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee Issuer (or any Enhancement Providers, the Seller successor thereto) shall repurchase the Receivable or Receivables of which Option from the Buyer is required to accept reassignment pursuant to Holder at a price (the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount "Option Repurchase Price") equal to the Purchase Price amount by which (A) the 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 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 Receivable. Upon payment assets or deposits and the current market value of the Purchase Priceremaining 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 Buyer value of consideration other than cash shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested determined by a nationally recognized investment banking firm selected by the Seller Holder or Owner, as the case may be, and reasonably acceptable to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Issuer.

Repurchase. (a) If, during the Option Exercise Period, a notice of exercise has been given but the related Closing has not occurred, at the option of the Company exercised by written notice delivered to Parent not less than two Business Days prior to date scheduled for such Closing during the period from the Notice Date to the Closing Date (the "Repurchase Period"), the Company shall repurchase the Option in its entirety from Parent together with all (but not less than all) Option Shares previously purchased by Parent pursuant thereto with respect to which Parent then has Beneficial Ownership, at a price equal to the sum of: (i) In the case of Options as to which Option Shares have not been issued, the difference between (A) the "Market/Tender Offer Price" for shares of Company Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made and not withdrawn for shares of Company Common Stock during the Option Exercise Period or (y) the highest closing price per share of Company Common Stock as reported by the NASDAQ National Market for any day within that portion of the Repurchase Period which precedes the date the Company gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of Option Shares with respect to which the Option has not been exercised or has been exercised but the related Closing has not occurred, but only if such Market/Tender Offer Price is greater than such exercise price; and (ii) In the case of Option Shares, the greater of the Market/Tender Offer Price and the Purchase Price paid for any Option Shares acquired upon exercise of the Option, multiplied by the number of Option Shares so acquired. (b) In the event the Company exercises its rights under this Section 7, the Company shall, within three business days thereafter, pay the required amount to Parent by wire transfer of immediately available funds to an account designated by Parent, and Parent shall surrender to the Company the Option and the certificates evidencing any representation or warranty under Section 2.03(a) is not true and correct as of the date specified therein Option Shares acquired thereunder with respect to any Receivable or Account and which Parent then has Beneficial Ownership (c) In determining the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically be determined by an independent nationally recognized investment banking firm mutually selected by Parent and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Company.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Mortgage Loan Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no 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 Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. 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 such 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 Seller or later of (x) the Buyer, or receipt by third Business Day following the Seller or the date on which Buyer of and Custodian receive written notice of any such event given 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 Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making a payment the Underlying Obligor, if Seller shall pay directly to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Price, net proceeds paid in connection with the Buyer shall automatically relevant payoff and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest (z) one hundred percent (100%) of the Buyer net proceeds received by Seller in and to connection with the sale of such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofPurchased Asset. The Buyer shall execute portion of all such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation net proceeds in excess of the Seller then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to repurchase reduce any such Receivable shall constitute the sole remedy respecting the event giving rise other amounts due and payable to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)under this Agreement in accordance with Article 5.

Repurchase. In (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 event release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any representation date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or warranty under release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 2.03(a5(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 or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase/Release Price for the designated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. Immediately following receipt of the Repurchase/Release Price by Buyer, the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Account and Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase/Release Price for such ReceivablePurchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Upon payment Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the Purchase Price, the Buyer shall automatically and without further action be deemed to sellhave simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, transferUnderlying REO Property, assign, set over and otherwise convey to the Seller, Pledged Items) in each case without recourse, representation any further action by Buyer or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such any other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Person.

Repurchase. In On the event Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Waterfall Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, thenon or before the Facility Termination Date, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling outstanding Repurchase Price therefor and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occurall other outstanding Repurchase Obligations. The Seller shall purchase each portion of all such Receivable by making a payment to the Buyer net proceeds in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment excess of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer in to reduce any other amounts due and payable to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to under this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Agreement.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein Repurchase Date, and the 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery 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 Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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, 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 created by Buyer. Any Income with respect to such event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the BuyerCMBS Purchased Asset Maturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Receivable outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or Receivables of which before the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Maturity Date, Seller shall purchase each such Receivable repurchase all remaining Purchased Assets by making a payment paying to Buyer the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. (a) At the request of Cardinal, at any time from and after the occurrence of a Purchase Event and ending 180 days immediately thereafter (the "Cardinal Repurchase Period"), Bergen (or any successor entity thereof) shall repurchase the Option from Cardinal together with all (but not less than all) shares of Bergen Common Stock purchased by Cardinal pursuant thereto with respect to which Cardinal then has Beneficial Ownership, at a price (when calculated on a per share basis, the "Per Share Repurchase Price") equal to the sum of: (i) The difference between (A) the "Market/Tender Offer Price" for shares of Bergen Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of Bergen Common Stock or (y) the highest closing price per share of Bergen Common Stock as reported by the NYSE Composite Tape for any day within that portion of the Cardinal Repurchase Period which precedes the date Cardinal gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of Bergen Common Stock with respect to which the Option has not been exercised, but only if such Market/Tender Offer Price is greater than such exercise price; (ii) The exercise price paid by Cardinal for any shares of Bergen Common Stock acquired pursuant to the Option; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Cardinal for any shares of Bergen Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such exercise price. (b) In the event any representation or warranty Cardinal exercises its rights under this Section 2.03(a) is not true 7, Bergen shall, within 10 business days thereafter, pay the required amount to Cardinal by wire transfer of immediately available funds to an account designated by Cardinal and correct as Cardinal shall surrender to Bergen the Option and the certificates evidencing the shares of the date specified therein Bergen Common Stock purchased thereunder with respect to any Receivable or Account and which Cardinal then has Beneficial Ownership. (c) In determining the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Market/Tender Offer Price, the Buyer value of any consideration other than cash shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested determined by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)an independent nationally recognized investment banking firm selected by Cardinal.

Repurchase. In a. Seller shall repurchase the event related Purchased Assets from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. Buyer’s costs shall be limited to out-of-pocket costs. b. Provided that no Default or Event of Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset or Mezzanine Loan has been paid in full or part, (ii) pay to Buyer the portion of the Repurchase Price payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset or Mezzanine Loan that has been prepaid. With respect to Purchased Assets or Mezzanine Loan being serviced by Third Party Servicers, the Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer is, to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in connection therewith, required to purchase such Receivable Purchased Assets or all Receivables Mezzanine Loans which have been prepaid in such Account pursuant to Section 2.04(afull after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day by delivering to Buyer a Request for Repurchase/Purchase Price Decrease and Servicing Agreement, then, within 30 days (or such longer period as may be agreed Confirmation no more than once per week unless consented to in writing by the Buyer) of the earlier to occur of the discovery of any such event by Buyer in its sole discretion. If the Seller intends to make such a repurchase or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersPurchase Price Decrease, the Seller shall repurchase give two (2) Business Days’ prior written notice thereof to the Receivable Buyer, designating the Purchased Assets to be repurchased or Receivables Mezzanine Loans to be reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date or date of the Purchase Price Decrease. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets or causes a Purchase Price Decrease on any day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer is required sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to accept reassignment pursuant to terminate the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on deposits from which such reassignment is to occur. The Seller shall purchase funds were obtained, in each such Receivable by making a payment to case for the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment remainder of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofapplicable 30-day period (“Breakage Costs”). The Buyer shall execute deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such documents and instruments of transfer or assignment and take such other actions detail as shall reasonably be requested determined in good faith by the Seller Buyer to effect be adequate based on existing market practice, it being agreed that such statement and the conveyance method of such Receivables pursuant to this Section. The obligation of its calculation shall be adequate and shall be conclusive and binding upon the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Seller, absent manifest error.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second (2nd) Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, such event Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion, and thereafter Buyer shall provide notice of same to Seller specifying the relevant Purchased Assets. Any such transfer or the release shall be without recourse to Buyer and without representation or warranty by Buyer, or receipt except that Buyer shall be deemed to represent and warrant to Seller, to the extent that good title was transferred and assigned by the Seller or the to Buyer hereunder, that ▇▇▇▇▇ has made such transfer and release of written notice 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 completion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such event given Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Trustee or any Enhancement Providers1751106839.6 Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Maturity Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).by

Repurchase. In (a) Subject to the event any representation or warranty under Section 2.03(a) is not true and correct as satisfaction of the date specified therein with respect conditions and to any Receivable or Account the terms set forth in paragraph 1(b) below, the Company hereby agrees to purchase from each Underwriter, and each Underwriter, severally and not jointly, hereby agrees to sell to the Company, at a per share purchase price for each Repurchase Share equal to the per share price at which the Underwriters purchase the Underwritten Shares from the Selling Stockholders in the Public Offering (the “Per Share Purchase Price”), the number of Repurchase Shares (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Repurchase Shares to be purchased by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I to the Underwriting Agreement and the Buyer is, in connection therewith, required denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders pursuant to the Underwriting Agreement. (b) The obligation of the Company to purchase such Receivable or all Receivables and the obligations of the several Underwriters to sell the Repurchase Shares in such Account the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to Section 2.04(a) the terms of the Pooling Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of Underwritten Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and Servicing Agreementreceived by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; and (iii) The Special Committee shall have authorized and approved the Underwriting Agreement and the Public Offering on the date of pricing of the Public Offering. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with or after the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇ Procter LLP (counsel for the Underwriters), thenThe New York Times Building, within 30 days (620 Eighth Avenue, New York, New York, or at such longer period other time and place as may be agreed to upon by the Buyer) of Company and the earlier to occur of Representatives. Payment for the discovery of any such event Repurchase Shares shall be made by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer wire transfer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price accounts specified by the Representatives, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company. Payment for such Receivable. Upon payment the Repurchase Shares shall be made against delivery to the Company of the Purchase PriceRepurchase Shares through the facilities of The Depository Trust Company (“DTC”), the Buyer shall automatically and without further action or as may be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested agreed upon by the Seller to effect Company and the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Representatives.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the event Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Administrative Agent shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Upon payment Seller is obligated to repurchase and take physical possession of the Purchase PricePurchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the Buyer related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall automatically be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and without further action Buyers will each be deemed to sellhave released their respective interests hereunder in the Purchased Mortgage Loans (including, transferthe Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, assignencumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, set over and otherwise convey Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the Seller, without recourse, representation or warranty, all benefit of Buyers the right, title and interest of the Buyer in and Repurchase Price with respect to such Receivable, all Collateral Security Purchased Mortgage Loan. Administrative Agent and all monies due or Buyers agree to become due release their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)immediately preceding sentence.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in connection therewithexcess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, required then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to purchase release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by the Buyer(ii) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall immediately repurchase the Receivable Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or Receivables of which the Buyer its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In (i) Provided that no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, Seller may voluntarily repurchase, and Buyer shall resell, Purchased Assets without penalty or premium on any Business Day by delivering to Buyer written notice. If Seller intends to make such a repurchase, Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, designating the event any representation or warranty under Section 2.03(a) Purchased Assets to be repurchased. If such notice is given and not true subsequently revoked, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. Any repurchase of a Purchased Asset may occur simultaneously with a sale of the Purchased Asset to a third-party investor. (ii) Provided that (A) no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, and (B) Buyer has received the Repurchase Price in full upon repurchase with respect to any Receivable or Account and Purchased Asset, Buyer agrees to release its ownership interest hereunder in such Purchased Asset (including the Buyer isRepurchase Assets related thereto) pursuant to a release letter substantially in a form agreed upon by the parties; provided that, in connection therewiththe event of a partial remittance of the Repurchase Price without a request for repurchase, required such payment will be applied as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis to purchase the Repurchase Price of all Purchased Assets. (iii) With respect to Principal Payments (other than such Receivable or all Receivables payments of the type set forth in such Account pursuant to Section 2.04(aclause (i) of the Pooling and Servicing definition of “Principal Payments”) of a Purchased Asset, Seller agrees to (A) comply with Section 8 of this Agreement, then(B) provide Buyer a notice specifying any applicable Purchased Asset that has been prepaid or defeased in accordance with the terms of the applicable Purchased Asset, within 30 days and (C) in the case of defeasance, deliver to the Custodian the defeasance collateral and upon such delivery the Custodian shall be permitted to physically release and transfer to Servicer all of the collateral previously pledged to secure payments in respect of the Purchased Asset that was defeased. Buyer’s ownership interest in Purchased Assets which have been prepaid or such longer period as may defeased in full shall automatically be agreed to by the Buyerreleased after receipt of evidence of compliance with clauses (A) through (C) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day immediately preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)sentence.

Repurchase. In a. Sellers shall repurchase from Buyer the event related Purchased Assets on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan or Account Contributed Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) take physical possession of the Pooling Purchased Mortgage Loans and Servicing AgreementContributed Assets, thenas applicable, within 30 days from Buyer or its designee (including the Custodian) then in Buyer’s or such longer period as may be agreed to by its designee’s possession at Sellers’ expense on the Buyer) related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the earlier to occur Purchase Price of the discovery of any Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a make payment to the Buyer in immediately available funds on order to prepay the Business Day preceding the Distribution Date on which such reassignment is to occur Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Purchase Allocated Repurchase Price for on each date such ReceivablePurchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Upon Such payment shall serve as a partial prepayment of the Purchase Repurchase Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Buyer agrees to release (or permit the release of), as applicable, its ownership interest hereunder in the Purchased Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer. Provided that no Default shall have occurred and be continuing, and Buyer has received the applicable Optional Partial Prepayment, Buyer agrees to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Buyer agrees to release its lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by the applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (a) Sellers shall (i) notify Buyer in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Buyer a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and without further action immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Buyer shall be included in the Market Value of the REO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Buyer or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Buyer in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to sellmake the representations and warranties listed on Schedule 1, transferPart VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, assign, set over deliver to Buyer a true and otherwise convey to complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the Seller, without recourse, representation or warranty, all the right, title and interest value of the Buyer REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer any change in Category shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested paid by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Sellers, as applicable.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer ishas received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day immediately preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)sentence.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and Servicing 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 by payment to the Waterfall Account) of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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, then, within 30 days ) to release to Seller (or its designee) the Purchased Asset Documents for such longer period as may 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 agreed without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall hereby be deemed to represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder, that ▇▇▇▇▇ was the owner of 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 earlier Repurchase Price therefor shall be remitted to occur of Seller. Notwithstanding the discovery of any such event by the Seller or the Buyerforegoing, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets 165607677_2 no later than the Receivable or Receivables of which Facility Termination Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In the event any representation or warranty If Seller is obligated to indemnify Purchaser with respect to an Indemnified Event under Section 2.03(a8.2 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 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 any applicable cure period permitted by GNMA or 90 days from the date it receives notice of such defect, in addition to the 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 (provided repurchase is permitted by the Investor) is not true and correct Purchaser, as the case may be. The purchase price under this Section 8.5 for any Mortgage Loan and the related Servicing Rights repurchased hereunder shall equal the Repurchase Price, and shall be paid within fifteen (15) 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 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 of the date specified therein Final GNMA Transfer Date, Purchaser has not received a GNMA Consent with respect to any Receivable or Account and the Buyer isPool, in connection therewith, required at Purchaser's election to purchase such Receivable or all Receivables in such Account pursuant be exercised by written notice to Section 2.04(a) of the Pooling and Servicing Agreement, then, Seller within 30 days (after the 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 are preventing the initial final certification or such longer period as may be agreed to by the Buyer) recertification of the earlier to occur affected Pools. The purchase price for any Servicing Rights repurchased from Purchaser hereunder shall equal the Repurchase Price, and shall be paid within fifteen (15) days following receipt from Purchaser of written demand therefor. Immediately upon completion of the discovery repurchase of any such event Servicing Rights by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, Purchaser shall assign to Seller all the rightof its rights, title and interest of the Buyer in and to such ReceivableMortgage Loans and Servicing Rights and shall forward to Seller all Mortgage Escrow Accounts, all Collateral Security Custodian Files, Servicing Files and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise relating to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)repurchased Servicing Rights.

Repurchase. In (i) Sellers may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, that a Purchased Asset may be released by Buyer, in its sole discretion, to the extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any representation or warranty under Section 2.03(a) day which is not true the Repurchase Date for such Purchased Asset (an “Early Repurchase”), Sellers shall indemnify Buyer and correct hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”) unless Seller shall have given no less than thirty (30) days’ prior written notice thereof to Buyer in which case no Breakage Costs shall be due with respect to such Purchased Asset. In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date or Breakage Date, as applicable, termination of the date specified therein Transaction will be effected by reassignment to Sellers or their designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Sellers pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account and foreclosure proceeds received by Buyer will be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Asset on each Repurchase Date or each Breakage Date, as applicable, except as otherwise provided herein). Upon payment of Sellers are obligated to obtain the Purchase PriceMortgage Files from Buyer at Sellers’ expense on the Repurchase Date or Breakage Date, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Mortgage Loan Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no 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 Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the Seller or later of (x) the Buyer, or receipt by third Business Day following the Seller or the date on which Buyer of and Custodian receive written notice of any such event given 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 Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making a payment the Underlying Obligor, if Seller shall pay directly to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Price, net proceeds paid in connection with the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).relevant payoff and

Repurchase. In a. Except as set forth in Section 4(d) below, Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price, Buyer agrees to release and reconvey its ownership interest hereunder in connection therewiththe Mortgage Files at the request of Seller upon repurchase of Purchased Mortgage Loans by Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, required Seller agrees to purchase (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) deposit into the Collection Account, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days of such violation that it does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate the Seller’s right and obligation to repurchase such Mortgage Loan by paying the Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating the Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $210 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such longer period as may Bid Fee shall be agreed due and payable to Buyer by the Buyer) of Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the earlier Seller’s right to occur of repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the discovery of outstanding Repurchase Price for the applicable Transaction. d. The Seller may repurchase Purchased Mortgage Loans without penalty or premium on any such event by date at the Repurchase Price. If the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any intends to make such event given by the Trustee or any Enhancement Providersa repurchase, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant give at least one (1) Business Day’s prior written notice thereof to the Pooling Buyer, designating the Purchased Mortgage Loans to be repurchased and Servicing Agreement the Repurchase Date. If such notice is given, the amount specified in such notice shall be due and payable on the Business Day preceding the Distribution Date date specified therein, and, on which receipt, such reassignment is to occur. The Seller amount shall purchase each such Receivable by making a payment be applied to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)designated Purchased Mortgage Loans.

Repurchase. (i) Each Seller may repurchase a Purchased Mortgage Loan without penalty or premium on any date and such Seller shall repurchase a Purchased Mortgage Loan on the related Repurchase Date at the related Repurchase Price less any amounts transferred pursuant to Section 6 hereof. In the event that a Seller wishes to repurchase a Purchased Mortgage Loan, such Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, which notice shall set forth (A) the Purchased Mortgage Loans to be repurchased, (B) the Repurchase Date and (C) the Repurchase Price thereof which shall be due and payable on the Repurchase Date specified therein. Upon Buyer’s receipt of an amount at least equal to such Repurchase Price on any representation or warranty under Section 2.03(aBusiness Day prior to 3 p.m. (eastern standard time), such amount shall be applied to the Repurchase Price on that same Business Day. Any amounts received after 3 p.m. (eastern standard time) is not true and correct as shall be deemed received by Buyer on the next Business Day. (ii) On the Repurchase Date, termination of the date specified therein with Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to any Receivable or Account and the Buyer isobligations of, in connection therewith, required to purchase such Receivable or all Receivables in such Account Seller pursuant to Section 2.04(a6) against the simultaneous transfer of the Pooling and Servicing Agreement, then, within 30 days (Repurchase Price to an account of Buyer. Such Seller is obligated to obtain the Mortgage Files from Buyer or its designee at such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement Seller’s expense on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In a. Seller shall repurchase the event applicable Purchased Mortgage Loans from Buyer on each related Repurchase Date at the related Repurchase Price. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date with any excess remitted to Seller unless a Default or Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer is, in connection therewith, required or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction with respect to purchase such Receivable any or all Receivables Purchased Mortgage Loans and repurchase such Purchased Mortgage Loans (or all Purchased Mortgage Loans) on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller notifies Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Mortgage Loan(s) to be repurchased and Seller’s calculation of the Repurchase Price thereof, (b) contemporaneously with such termination, Seller pays to Buyer via the Collection Account the related Repurchase Price in full, (c) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit or Event of Default exists or would exist as a result of such repurchase, (d) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof, and (e) Seller thereafter complies with Section 4(c) hereof. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller shall promptly (and in any event within one (1) Business Day) provide Buyer with a copy of a report from Servicer indicating that such Purchased Mortgage Loan has been paid in full, and promptly remit to the Collection Account the positive difference (if any) of the Repurchase Price due with respect to such Purchased Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 2.04(a7(d). d. Unless a Default or Event of Default has occurred and is continuing, upon Buyer receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, Buyer agrees to release any interest (including its ownership interest and any security interest) hereunder in such Purchased Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the payment in full of all of the Pooling Obligations (other than unmatured indemnification Obligations), Seller may elect to terminate this Agreement without prepayment premium, fee or penalty, and Servicing Agreement, then, within 30 days (Buyer shall deliver to Seller termination statements and other documents necessary or such longer period as may be agreed appropriate to by evidence the Buyer) termination of any Liens securing payment of the earlier to occur Obligations, all at the expense of Seller. e. Buyer may, in its sole and absolute discretion, initiate the termination of the discovery of any such event Funding Period by the Seller or the Buyer, or receipt by the Seller or the Buyer of delivering one hundred eighty (180) days’ prior written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment termination of the Purchase Price, the Buyer shall automatically and without further action be deemed Funding Period to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer is, in connection therewith, required to purchase such Receivable or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. The Seller may repurchase any or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days Purchased Mortgage Loans upon one (or such longer period as may be agreed to by the Buyer1) of the earlier to occur of the discovery of any such event Business Day's prior written notice thereof by the Seller or to the Buyer, or receipt designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. Said Repurchase Price shall be accompanied by the Seller or Exit Fee described in Section 4.c below in those circumstances when an Exit Fee is payable under Section 4.c below. c. Upon the Buyer of written notice repurchase of any such event given by Purchased Mortgage Loan subject to a Transaction hereunder other than a Purchased Mortgage Loan (x) which the Trustee Seller is obligated to repurchase or any Enhancement Providershas the specific right to repurchase pursuant to ▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇▇▇ ▇.▇, Section 10.b(7), Section 11.b, Section 13.c, Section 22 or Section 35 of this Agreement or (y) with respect to which Buyer has advised Seller will not be included in a securitization pursuant to the Program Agreement, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment pay to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur a fee in an amount equal to the Purchase Price for such Receivable. Upon payment 1.00% of the Purchase Priceoutstanding principal balance of such Mortgage Loan as of the date on which such Purchased Mortgage Loan is removed (the "Exit Fee"), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall automatically with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Purchased Mortgage Loans and without further action be deemed (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)immediately preceding sentence.

Repurchase. In Subject to the event any representation or warranty under Section 2.03(a) is not true terms and correct as conditions of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing this Repurchase Agreement, thenthe undersigned hereby sells, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyerassigns and transfers to, or receipt by upon the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providersorder of, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warrantyCompany, all the right, title and interest in such portion of the Buyer in Notes as is indicated on the signature page hereto, waives any and all other rights with respect to such ReceivableNotes, all Collateral Security and releases and discharges the Company from any and all monies due 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 become due receive any accrued and unpaid interest or additional interest with respect thereto to the Notes. 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 all proceeds thereof. The Buyer shall execute such documents and instruments Withdrawal at Custodian (“DWAC”) program to U.S. Bank Trust Company, National Association, in its capacity as trustee of transfer or assignment and take such other actions as shall reasonably the Notes (the “Trustee”), for the aggregate principal amount of the Notes to be requested by the Seller to effect the conveyance of such Receivables sold pursuant to this SectionRepurchase Agreement (the “DWAC Withdrawal”) and (ii) the Company shall provide an executed cancellation order (in the form of Exhibit B) to the Trustee corresponding to each DWAC Withdrawal (each a “Cancellation Order”). The Upon receipt of such Cancellation Order, the Trustee shall process the DWAC Withdrawals in accordance with the Cancellation Orders and shall provide email notification to the Company of each DWAC Withdrawal it processes. In the event that 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 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 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 the Company, 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 undersigned and any representation, warranty, undertaking and obligation of the Seller to repurchase any such Receivable undersigned hereunder shall constitute be binding upon the sole remedy respecting trustees in bankruptcy, legal representatives, successors and assigns of the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)undersigned.

Repurchase. In On the event Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have 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 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Securities Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall, then, within 30 days (or such longer period as may be agreed to by at the Buyer) written direction of the earlier to occur of the discovery of any such event by the Seller or the Buyer, be remitted to Seller. Notwithstanding the foregoing, on or receipt by before the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersFacility Termination Date, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling outstanding Repurchase Price therefor and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occurall other outstanding Repurchase Obligations. The Seller shall purchase each portion of all such Receivable by making a payment to the Buyer net proceeds in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment excess of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer in to reduce any other amounts due and payable to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to under this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Agreement.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (as defined under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price, 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. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, such event Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion, and thereafter Buyer shall provide notice of same to Seller specifying the relevant Purchased Assets. Any such transfer or the release shall be without recourse to Buyer and without representation or warranty by Buyer, or receipt except that Buyer shall be deemed to represent and warrant to Seller, to the extent that good title was transferred and assigned by the Seller or the to Buyer hereunder, that Buyer has made such transfer and release of written notice 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 completion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such event given Purchased Asset received by Servicer, Buyer or Deposit Account Bank after payment of the Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In (i) The Seller may repurchase Purchased Assets without penalty or premium on any date. The Repurchase Price payable for the event repurchase of any representation or warranty under such Purchased Asset shall be reduced as provided in Section 2.03(a5(f). If the Seller intends to make such a repurchase, the Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the Seller or its designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Payment Date except as otherwise provided herein). The Seller is obligated to obtain the Asset Files from Buyer isor its designee at the Seller's expense on the Repurchase Date. (iii) If the Seller repurchases, in connection therewithwhole or in part, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersPurchased Assets, the Seller shall repurchase indemnify the Receivable or Receivables of Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer is required sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to accept reassignment pursuant to terminate the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on deposits from which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders were obtained (or the Trustee on behalf of Certificateholders)."Breakage Costs"

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the event Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to purchase Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (or cause to be remitted) to Buyer the Repurchase Price with respect to such Receivable or all Receivables Purchased Mortgage Loan. Buyer agrees to release its ownership interest in such Account pursuant to Section 2.04(aPurchased Mortgage Loans (including the Repurchase Assets related thereto) which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. In the event that at any time a Purchased Mortgage Loan causes a violation of the applicable sublimit set forth in clause (vii) of the Pooling definition of Asset Value, Buyer may, in its sole discretion, redesignate such Purchased Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Purchased Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Purchased Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Purchased Mortgage Loan under this Agreement or such longer period as may be agreed to by (ii) immediately repurchase the Buyer) of Purchased Mortgage Loan at the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Repurchase Price. Seller shall repurchase pay Buyer a bid fee equal to $250 (the Receivable or Receivables of which the Buyer is required “Bid Fee”) with respect to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such reassignment Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In the event of a breach of any representation or warranty under Section 2.03(a) is not true and correct as of the date specified therein with respect to any Receivable warranties set forth above at the Initial Cut-Off Date, Initial Purchase Date, Additional Cut-Off Dates or Account Additional Purchase Dates (as applicable) which materially and adversely affects the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) interests of the Pooling and Servicing AgreementIssuer or the Noteholders, then, within 30 days (or such longer period as may be agreed to by the Buyer) relevant Seller shall have until the end of the Monthly Period which includes the sixtieth (60th) day (or, if such Seller elects an earlier date) after the date that such Seller became aware or was notified of such breach to occur cure or correct such breach (the "Cure Period"). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the discovery 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 end of any the Cure Period, then such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Purchased Receivables affected by such breach from the Issuer on the Payment Date following the expiration of which the Buyer is required to accept reassignment pursuant such Cure Period. Any such repurchase shall be at a price equal to the Pooling and Servicing Agreement on Discounted Principal Balance of such Purchased Receivables as of the Business Day preceding relevant Repurchase Date (the Distribution Date on which such reassignment is "Repurchase Amount"). If a Purchased Receivable does not exist at the time of its purported assignment to occur. The the Issuer, the relevant Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in pay an amount equal to the Purchase Price for such Receivable. Upon payment deemed amount of the Purchase PriceDiscounted 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 ▇▇▇▇▇▇▇ from VWFS, the Buyer Issuer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey have a direct claim against VWFS pursuant to the Seller, without recourse, representation or warranty, all Dunyard Receivables Purchase Master Deed for the right, title and interest repurchase of such Receivables. 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 Buyer 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 and to such ReceivableCondition 6.3 for redemption of the Notes are satisfied. In calculating the Clean-Up Settlement Amount, all Collateral Security and all monies due 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 to become due with respect thereto and all proceeds thereofdefaulted Purchased Receivables. The Buyer Clean-Up Call Settlement Amount shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation due immediately on exercise of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Clean-Up Call.

Repurchase. In a. Seller shall, on the event any representation or warranty under Section 2.03(a) is not true and correct as Purchase Price Decrease Date for each Underlying Mortgage Loan, cause the remittance to Buyer of the date specified therein portion of the Repurchase Price allocable to such Underlying Mortgage Loan in accordance with wire instructions provided to Seller by Buyer from time to time. Upon receipt of such Repurchase Price amount, Buyer shall apply such portion of the Repurchase Price to reduce the Allocated Purchase Price with respect to such Underlying Mortgage Loan. In addition, provided that no Event of Default shall have occurred and be continuing, Buyer shall be deemed to have simultaneously released its security interest in such Underlying Mortgage Loan and shall authorize the applicable Custodian to release to Seller or its designee the Collateral Documents for such Underlying Mortgage Loan and Seller shall take, or cause the Trust to take, physical possession of such Underlying Mortgage Loan from Buyer or its designee (including the applicable Custodian) at Seller’s expense. b. Seller shall repurchase the Trust Certificate from Buyer on the Repurchase Date at the Repurchase Price for the Trust Certificate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for the Trust Certificate on the Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase the Trust Certificate and take, or cause the Buyer isTrust to take, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) physical possession of the Pooling and Servicing AgreementPurchased Assets from Buyer or its designee (including the applicable Custodian) at Seller’s expense on the Repurchase Date. Seller may elect to repurchase the Trust Certificate at any time by providing the documentation as required in the Manual, then, within 30 days (or such longer period as may be agreed to by the Buyer) if any. In connection with any repurchase of the earlier to occur of the discovery of any such event Trust Certificate by the Seller and any termination of this Agreement, ▇▇▇▇▇ agrees to reasonably cooperate with the Seller (including, but not limited to, by agreeing to return the physical Trust Certificate and agreeing to the filing of any UCC termination statements). c. Provided that all outstanding Obligations have been satisfied upon repurchase of the Trust Certificate, ▇▇▇▇▇ agrees to release its ownership interest hereunder in the Purchased Assets and assign and transfer the Trust Certificate to Seller or the Buyer, or receipt to Seller’s designee. With respect to payments in full by the related Mortgagor of an Underlying Mortgage Loan, Seller agrees to (i) promptly provide or cause Servicer to provide Buyer with a copy of a report from the Buyer of written notice of any related Servicer indicating that such event given by Underlying Mortgage Loan has been paid in full, and (ii) remit to the Trustee or any Enhancement ProvidersCollection Account, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on terms of the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in Servicer Side Letter, an amount equal to the Allocated Purchase Price for with respect to such ReceivableUnderlying Mortgage Loans. Upon payment Buyer agrees to release its ownership interest in Underlying Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) and (ii) of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)immediately preceding sentence.

Repurchase. In a. The related Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at such Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in connection therewiththe Mortgage Loans (including, required the Mortgage Files) at the request of the related Seller upon repurchase of Purchased Mortgage Loans by such Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate the related Seller's right and obligation to repurchase such Mortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a "Bid"). The related Seller, within 30 days five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating the related Seller's right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such longer period as may Bid Fee shall be agreed due and payable to Buyer by the Buyer) of Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the earlier Sellers' right to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer a Purchased Mortgage Loan if a Bid is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, the Company hereby agrees to purchase from each Underwriter, and each Underwriter, severally and not jointly, hereby agrees to sell to the Company, at a per share purchase price for each Repurchase Share equal to the per share price at which the Underwriters purchase the Underwritten Shares from the Selling Stockholders in the Public Offering (the “Per Share Purchase Price”), the number of Repurchase Shares (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Repurchase Shares to be purchased by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 to the Underwriting Agreement and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders pursuant to the Underwriting Agreement. Notwithstanding the foregoing, in the event any representation or warranty under Section 2.03(athat the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is not true and correct as greater than $400 million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $400 million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the date specified therein with respect Company to any Receivable or Account purchase and the Buyer isobligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the terms of the Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of Repurchase Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; (iii) The Special Committee shall have authorized and approved the Underwriting Agreement and the Public Offering on the date of pricing of the Public Offering; (iv) the receipt on the date of pricing of the Public Offering by the Special Committee of a fairness opinion, in connection therewitha form reasonably acceptable to the Special Committee, required from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. stating to purchase such Receivable or all Receivables in such Account the effect that the Per Share Purchase Price to be paid by the Company to the Underwriters for the Repurchase Shares pursuant to Section 2.04(athis Agreement is fair to the Company from a financial point of view; (v) the receipt at Closing by the Special Committee of a surplus and solvency opinion, in a form reasonably acceptable to the Special Committee, from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. stating that (a) the fair value of the Pooling assets of the Company on a consolidated basis will exceed the liabilities of the Company on a consolidated basis; (b) the Company will be able to pay its debts as they become due in the usual course of its business; (c) the Company will not have unreasonably small capital for the business in which the Company is engaged, as management of the Company has indicated the Company’s business is now conducted and Servicing Agreementas management of the Company has indicated the Company’s business is proposed to be conducted following the consummation of the Repurchase and the Public Offering; and (d) the fair value of the assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, thenand the total par value of the issued capital stock of the Company; and (vi) the closing of the Refinancing (which the Company will use commercially reasonable efforts to consummate) and the authorization and approval of the Special Committee to use a portion of the proceeds from the Refinancing for the Repurchase. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with or after the closing of the Refinancing and simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, within 30 days (counsel for the Underwriters, or at such longer period other time and place as may be agreed to upon by the Buyer) of Company and the earlier to occur of Representatives. Payment for the discovery of any such event Repurchase Shares shall be made by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer wire transfer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price accounts specified by the Representatives, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company. Payment for such Receivable. Upon payment the Repurchase Shares shall be made against delivery to the Company of the Purchase PriceRepurchase Shares through the facilities of The Depository Trust Company (“DTC”), the Buyer shall automatically and without further action or as may be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested agreed upon by the Seller to effect Company and the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Representatives.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the event Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Upon payment Seller is obligated to repurchase and take physical possession of the Purchase PricePurchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (or cause to be remitted) to Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and Repurchase Price with respect to such Receivable, all Collateral Security and all monies due or Purchased Mortgage Loan. Buyer agrees to become due release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting immediately preceding sentence. c. In the event giving rise to that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Mortgage Loan as an Exception Mortgage Loan.

Repurchase. In a. Sellers shall repurchase from Administrative Agent for the event benefit of Buyers the related Purchased Assets on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan or Account Contributed Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) take physical possession of the Pooling Purchased Mortgage Loans and Servicing AgreementContributed Assets, thenas applicable, within 30 days from Administrative Agent or its designee (including the Custodian) then in Administrative Agent’s or such longer period as may be agreed to by its designee’s possession at Sellers’ expense on the Buyer) related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the earlier to occur Purchase Price of the discovery of any Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a make payment to Administrative Agent for the Buyer benefit of Buyers in immediately available funds on order to prepay the Business Day preceding the Distribution Date on which such reassignment is to occur Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Purchase Allocated Repurchase Price for on each date such ReceivablePurchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Upon Such payment shall serve as a partial prepayment of the Purchase Repurchase Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the Buyer applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by the applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (a) Sellers shall (i) notify Administrative Agent in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Administrative Agent a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and without further action immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Administrative Agent shall be included in the Market Value of the REO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Administrative Agent in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to sellmake the representations and warranties listed on Schedule 1, transferPart VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, assign, set over deliver to Administrative Agent a true and otherwise convey to complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the Seller, without recourse, representation or warranty, all the right, title and interest value of the Buyer REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer any change in Category shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested paid by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee Administrative Agent, on behalf of Certificateholders)Buyers, or Sellers, as applicable.

Repurchase. In (a) The Repurchase Price for each Purchased Mortgage Loan shall be payable in full upon the event earliest to occur of (a) the Repurchase Date of the Pledged Mortgage Loan; (b) the occurrence of any representation Repurchase Acceleration Event or warranty under (c) the expiration or termination of this Agreement. While it is anticipated that Seller will repurchase each Purchased Mortgage Loan on its related Repurchase Date, Seller may repurchase any Purchased Mortgage Loan without penalty or premium on any date prior thereto (such an event, an “Early Repurchase”). The Repurchase Price payable for the Early Repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 2.03(a5.5. If Seller intends to make an Early Repurchase, Seller shall give at least one (1) Business Day prior written notice thereof to Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (b) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5.5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Mortgage Loan). Upon payment of Seller is obligated to obtain the Purchase Price, Collateral Documents from Custodian at Seller’s expense on the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In On the event 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 Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. 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 Purchase 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 under Section 2.03(a) 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 not true and correct as the sole owner of the date specified therein related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Waterfall Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, thenon or before the Maturity Date, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In the event any representation or warranty under Section 2.03(a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, VDF in connection therewith, is required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a2.4(c) of the Pooling Trust Sale and Servicing Agreement, then, then within 30 days (or such longer period as may be agreed to by the BuyerVDF) of the earlier to occur of the discovery of any such event by the Seller VCI or the BuyerVDF, or receipt by the Seller VCI or the Buyer VDF of written notice of any such event given by the Trustee Owner Trustee, the Indenture Trustee, any Agent or any Enhancement Providers, the Seller VCI shall repurchase the such Receivable or Receivables of which the Buyer VDF is required to accept reassignment pursuant to the Pooling Trust Sale and Servicing Agreement on the Business Day preceding the Distribution Determination Date on which such reassignment is to occur. The Seller VCI shall purchase each such Receivable by making a payment to the Buyer VDF in immediately available funds on the Business Day preceding Payment Date immediately following the Distribution Determination Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer VDF shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerVCI, without recourse, representation or warranty, all the right, title and interest of the Buyer VDF in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer VDF shall execute such documents and instruments of transfer or assignment and take t▇▇▇ such other actions as shall reasonably be requested by the Seller VCI to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller VCI to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to VDF, the Buyer Trust, the Noteholders and to the Certificateholders Residual Interestholder (or the Owner Trustee on behalf of Certificateholdersthe Residual Interestholder or the Indenture Trustee on behalf of the Noteholders).

Repurchase. In a. Seller shall, at the event Buyer's option, upon request, repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and Seller or its designee shall take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer will release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto). With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller will (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within 30 days five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by (ii) immediately repurchase the Buyer) of Mortgage Loan at the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Repurchase Price in accordance with this Section 4. Seller shall repurchase pay Buyer a bid fee equal to $250 (the Receivable or Receivables of which the Buyer is required "Bid Fee") with respect to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such reassignment Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In On the event Repurchase Date for each Purchased Asset, the related Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset or Underlying Asset shall terminate. So long as 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 and the related Underlying Assets, shall authorize Custodian to release to the related 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 request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein any other interests or Liens caused by ▇▇▇▇▇’s actions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon Bank after payment of the Purchase Price, the Buyer Repurchase Price therefor shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey remitted to the related Seller. Notwithstanding the foregoing, without recourseon or before the Facility Termination Date, representation or warranty, Sellers shall repurchase all Purchased Assets by paying to Buyer the right, title and interest of the Buyer in and to such Receivable, all Collateral Security outstanding Repurchase Price therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In (i) Seller shall repurchase Purchased Mortgage Loans not later than four (4) Business Days following the event date of the relevant Transaction, unless Buyer agrees to an extension of the Repurchase Date, and Seller may repurchase Purchased Mortgage Loans without penalty or premium on an earlier date. The Repurchase Price payable for the repurchase of any representation or warranty under such Purchased Mortgage Loan shall be reduced as provided in Section 2.03(a5(d). If Seller intends to make such a repurchase before the Repurchase Date, Seller shall give one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or their designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Obligations of Seller pursuant to Section 5), free and clear of any security interest, lien, encumbrance or other restrictions created by Buyer, against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Mortgage Loan on each Payment Date except as otherwise provided herein). Upon payment of Seller is obligated to obtain the Purchase Price, Mortgage Files from the applicable Custodian or Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to or its designee at Seller’s expense on the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In a. Seller shall repurchase the event related Purchased Assets from Administrative Agent on behalf of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Asset has been paid in full or part; (ii) cause to be paid to Administrative Agent from the Deposit Account such portion of the Purchase Price as shall be payable on the date of receipt of such prepayment; and (iii) provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. With respect to Purchased Assets being serviced by Third Party Servicers, the Buyer is, Seller and Servicer shall forward to the Deposit Account all payments of principal to the extent received from the underlying obligor and Third Party Servicer. Administrative Agent and Buyers agree to release their respective ownership interests in connection therewith, required to purchase such Receivable or all Receivables Purchased Assets which have been prepaid in such Account pursuant to Section 2.04(afull after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium on any Business Day by delivering to Administrative Agent a Request for Repurchase and Servicing Agreement, then, within 30 days (or such longer period as may be agreed Confirmation no more than once per week unless consented to in writing by the Buyer) of the earlier to occur of the discovery of any such event by Administrative Agent in its sole discretion. If the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any intends to make such event given by the Trustee or any Enhancement Providersa repurchase, the Seller shall repurchase give at least two (2) Business Days’ prior written notice thereof to the Receivable Administrative Agent, designating the Purchased Assets to be repurchased, which notice is revocable. If such notice is given and is not timely revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or Receivables of in part, Purchased Assets on any day that is not the Repurchase Date or a Price Differential Payment Date for such Purchased Assets, the Seller shall indemnify the Administrative Agent and hold the Administrative Agent harmless from any actual, out-of-pocket, and not imputed, losses, costs and/or expenses which the Buyer is required Administrative Agent sustains or incurs arising from the reemployment of funds obtained by the Administrative Agent hereunder or from fees payable to accept reassignment pursuant terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). The Administrative Agent shall deliver to the Pooling Seller a statement setting forth the amount and Servicing Agreement on basis of determination of any Breakage Costs in such detail as determined by the Business Day preceding Administrative Agent to be adequate, it being agreed that such statement and the Distribution Date on which such reassignment is to occur. The Seller method of its calculation shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer be adequate and shall automatically be conclusive and without further action be deemed to sell, transfer, assign, set over and otherwise convey to binding upon the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)absent manifest error.

Repurchase. In the event that (i) the Calculation Agent for any representation or warranty under Section 2.03(a) is not true and correct as reason (other than redemption by the Company of the date specified therein with respect to any Receivable or Account and MVPs from the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account Call Holder pursuant to Section 2.04(a7 hereof) does not notify the Company of (A) the Interest Rate to Maturity by 4:00 p.m., New York City time, on the Determination Date or (B) in the event of the Pooling Interim Period, the Interim Period Interest Rate which will initially be in effect, by 4:00 p.m. New York City time on the second Business Day prior to January 18, 2000, or (ii) prior to any remarketing date, the Call Holder has resigned and Servicing Agreementno successor has been appointed on or before (A) the Determination Date or (B) in the event of the Interim Period, thenthe second Business Day prior to January 18, within 30 days 2000, or (iii) at any time after the Call Holder elects on the Notification Date to remarket the MVPs, any event as set forth in Section 9 or Section 12 of the Remarketing and Interest Calculation Agreement shall have occurred, or (iv) the Call Holder for any reason does not elect to purchase the MVPs for remarketing on any remarketing date, (v) the Call Holder for any reason does not purchase all tendered MVPs on the Remarketing Date, or (vi) a Reference Corporate Dealer shall fail to purchase all of the MVPs from the Call Holder on the Remarketing Date (if such longer period date is not the Interim Period Remarketing Date) or Additional Remarketing Date (in the event of the Interim Period), or (vii) in the event of the Interim Period, a Reference Money Market Dealer shall fail to purchase all of the MVPs on the Interim Period Remarketing Date, then the Company shall repurchase all the MVPs as may a whole on the remarketing date relating to such event (which, in the case of clause (iii) that occurs during the Interim Period shall be agreed the Additional Remarketing Date) at a price equal to 100% of the principal amount of the MVPs plus all accrued and unpaid interest, if any, on the MVPs to such remarketing date. In any such case, payment will be made by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by Company through the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement DTC Participant of each tendering Beneficial Owner of MVPs, by book-entry through DTC no later than the close of business on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance applicable remarketing date against delivery through DTC of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Beneficial Owner's tendered MVPs.

Repurchase. In (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 event release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any representation date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or warranty under release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 2.03(a5(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 or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase/Release Price for the designated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. Immediately following receipt of the Repurchase/Release Price by Buyer, the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to permit the release from the Seller of the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The LEGAL02/41441953v3 applicable Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall be delivered to Seller or the designee of Seller free and clear of any Lien created by or through Buyer. (ii) On the Repurchase/Release Date, termination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Repurchase/Release Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Account and Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase/Release Price for such ReceivablePurchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Upon payment Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) On the related Repurchase/Release Date following receipt of the Purchase Price, the Buyer shall automatically and without further action be deemed to sellhave simultaneously released its interest in each applicable Purchased Asset and/or Pledged Asset (including the applicable Underlying Mortgage Loans, transferUnderlying REO Property, assign, set over and otherwise convey to the Seller, Pledged Items) in each case without recourse, representation any further action by Buyer or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such any other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Person.

Repurchase. In (a) On the event any representation or warranty under Section 2.03(a) is not true terms and correct subject to the conditions set forth in this Repurchase Agreement, on the Initial Closing Date (as defined below), simultaneously with the closing of the date specified therein with respect to any Receivable or Account Company Offering and the Buyer isMandatory Exchangeable Placement, in connection therewithSBGC shall sell and transfer to the Company, required and the Company shall purchase from SBGC, that number of shares of Common Stock that is equal to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(athe sum of (i) the aggregate number of shares of Common Stock purchased on the Pooling and Servicing Agreement, then, within 30 days Initial Closing Date (or such longer period as may be agreed to defined below) by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment several Underwriters pursuant to the Pooling Underwriting Agreement (the “Initial Offering Shares”) and Servicing Agreement (ii) the aggregate number of shares of Common Stock purchased on the Business Day preceding Initial Closing Date by the Distribution Date Mandatory Exchangeable Issuer pursuant to the Exchangeable Issuer Purchase Agreement (the “Initial Exchangeable Shares” and, together with the Initial Offering Shares, the “Initial Shares”). (b) Upon satisfaction or waiver by the parties to the Executive Purchase Agreement of the conditions to closing of the sale of the Executive Shares (the “Executive Share Purchase Closing”), on which such reassignment is the closing date of the Executive Purchase, simultaneously with the Executive Share Purchase Closing, SBGC shall sell and transfer to occur. The Seller the Company, and the Company shall purchase each such Receivable from SBGC, the Executive Shares. (c) The aggregate purchase price for the Initial Shares (the “Initial Purchase Price”) shall be equal to (i) the sum of (x) the aggregate purchase price for the Initial Offering Shares received by making a payment the Company from the several Underwriters pursuant to the Buyer in immediately available funds on Underwriting Agreement plus (y) the Business Day preceding aggregate cash purchase price for the Distribution Date on which such reassignment is Initial Exchangeable Shares received by the Company from the Mandatory Exchangeable Issuer pursuant to occur in an amount the Exchangeable Issuer Purchase Agreement, plus (ii) the sale, assignment and transfer to SBGC of the Contingent Value Right Note issued by the Mandatory Exchangeable Issuer to the Company pursuant to the Exchangeable Issuer Purchase Agreement. (d) The aggregate purchase price for the Executive Shares shall be equal to the Purchase Price aggregate purchase price for such Receivable. Upon payment of the Executive Shares to be received by the Company from the Executive Purchaser (the “Executive Shares Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders”).

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Buyer isPurchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in connection therewithexcess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, required then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Administrative Agent shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to purchase have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Administrative Agent for the benefit of Buyers, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Administrative Agent and Buyers agree to Section 2.04(arelease their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day immediately preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the event Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Upon payment Seller is obligated to repurchase and take physical possession of the Purchase PricePurchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit but in no event later than two (2) Business Days (or cause to be remitted) to Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and Repurchase Price with respect to such Receivable, all Collateral Security and all monies due or Purchased Mortgage Loan. Buyer agrees to become due release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)immediately preceding sentence.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer ishas received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling and Servicing Agreement, then, within 30 days immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in clause (vi) or such longer period as may be agreed to by the Buyerclause (vii) of the earlier definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to occur notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the discovery of any "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such event by Mortgage Loan under this Agreement or (ii) immediately repurchase the Seller or Mortgage Loan at the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Repurchase Price in accordance with this Section 4. Seller shall repurchase pay Buyer a bid fee equal to $250 (the Receivable or Receivables of which the Buyer is required "Bid Fee") with respect to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such reassignment Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In On the event 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 to the extent related to such repurchase and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer (i) shall be deemed to have simultaneously released its security interest in such Purchased Asset, (ii) shall authorize Custodian to release to Seller the Asset Documents for such Purchased Asset, if any, and, (iii) 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 under Section 2.03(aby 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 (other than Permitted Liens) is not true and correct as of the date specified therein caused by Buyer’s actions or inactions. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Securities Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, thenon or before the Facility Termination Date, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer and any Affiliated Hedge Counterparty the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warrantytherefor, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security other outstanding Repurchase Obligations and all monies related amounts due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by any Affiliated Hedge Counterparty under the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)related Interest Rate Protection Agreement.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or such longer period as may be agreed to by (ii) immediately repurchase the Buyer) of Mortgage Loan at the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Repurchase Price in accordance with this Section 4. Seller shall repurchase pay Buyer a bid fee equal to $150 (the Receivable or Receivables of which the Buyer is required “Bid Fee”) with respect to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such reassignment Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium on any date. The Repurchase Price payable for the event repurchase of any representation such Purchased Mortgage Loan shall be reduced as provided in Section 5(f). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If the Purchased Mortgage Loans repurchased are TPO Mortgage Loans, such notice shall be given on or warranty under Section 2.03(abefore 3:00 p.m. (New York time) one (1) Business Day prior to the Repurchase Date. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the applicable Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. With respect to Purchased Mortgage Loans that are TPO Mortgage Loans for which the Takeout Investor is New Century Mortgage Corporation, the Disbursement Agent shall issue a new Trust Receipt and the Repurchase Price shall be transferred on or before 3:00 p.m. (New York time) on the Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and Purchased Mortgage Loan on each Payment Date except as otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofprovided herein). The Sellers are obligated to obtain the Mortgage Files from Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by its designee at the Seller to effect Sellers’ expense on the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the event last sentence of this Section 3(d)(i), on any representation or warranty under date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 2.03(a5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein with respect therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Receivable or Account and Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer is, in connection therewith, any amount required to purchase compensate such Receivable Buyer for any additional losses, costs or all Receivables expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Account Seller pursuant to Section 2.04(a5) against the simultaneous transfer of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed Repurchase Price to by an account of the Buyer) of . Such Seller is obligated to obtain the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or Mortgage Files from the Buyer of written notice of any or its designee at such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement Seller's expense on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. If the breach shall involve a representation or warranty set forth in Section 3.02, Countrywide may, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If Countrywide has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, Purchaser and Countrywide shall arrange for the reassignment of such Mortgage Loan and release of the related Collateral File to Countrywide and the delivery to Countrywide of any documents held by Purchaser or its designee relating to such Mortgage Loan. In the event Countrywide determines to substitute a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall, simultaneously with such reassignment, give written notice to Purchaser that substitution has taken place and identify the Qualified Substitute Mortgage Loan(s). In connection with any representation or warranty under Section 2.03(asuch substitution, Countrywide shall be deemed to have made as to such Qualified Substitute Mortgage Loan(s) is not true the representations and correct warranties except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date specified therein of such substitution. Countrywide shall effect such substitution by delivering to Purchaser the Collateral Documents for such Qualified Substitute Mortgage Loan(s). Countrywide shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan(s) in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by Countrywide. For the month of substitution, distributions to Purchaser shall include the Monthly Payment due on any Receivable or Account repurchased Mortgage Loan in the month of substitution, and Countrywide shall thereafter be entitled to retain all amounts subsequently received by Countrywide in respect of such repurchased Mortgage Loan. For any month in which Countrywide substitutes a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall determine the Buyer is, amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all repurchased Mortgage Loans (after application of scheduled principal payments due in connection therewith, required to purchase the month of substitution). The amount of such Receivable or all Receivables shortfall shall be distributed by Countrywide in such Account the month of substitution pursuant to Section 2.04(a) of the Pooling and Servicing Agreement5.01. Accordingly, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding date of such substitution, Countrywide shall deposit from its own funds into the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in Custodial Account an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance amount of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)shortfall.

Repurchase. In (a) Subject to the event any representation or warranty under Section 2.03(a) is not true and correct as satisfaction of the date specified therein conditions and to the terms set forth in paragraph 1(b) below, the Company hereby agrees to purchase from FTB, and FTB hereby agrees to sell to the Company, at a per share purchase price for each Repurchase Share equal to the closing price of the Company’s Class A Common Stock on the New York Stock Exchange on November 21, 2016 (the “Per Share Purchase Price”). (b) The obligation of the Company to purchase the Repurchase Shares and the obligation of FTB to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the delivery of a subscription - net exercise notice by FTB to Vantiv Holding for the remaining Class C Units issuable under the Warrant; (ii) the delivery by FTB to Vantiv Holding of an Election of Exchange pursuant to the Exchange Agreement with respect to any Receivable or Account the Class C Units to be received in the Class C Exchange; it being understood that the Company will issue shares of Class A Common Stock in the Class C Exchange and will not elect to make a Cash Exchange Payment (as defined in the Exchange Agreement); and (iii) the execution of the Underwriting Agreement by the Company, Vantiv Holding, FTB and the Buyer isUnderwriter, in connection therewithon the date of pricing of the Public Offering, required to purchase such Receivable or all Receivables in such Account and the closing of the Public Offering pursuant to Section 2.04(a) the terms of the Pooling Underwriting Agreement no later than 15 business days from the date hereof. (c) The closing of the Repurchase (the “Closing”) shall take simultaneously with the closing of the Public Offering at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the Company, or at such other time and Servicing Agreement, then, within 30 days (or such longer period place as may be agreed to upon by the Buyer) of Company and FTB. At the earlier Closing, FTB shall deliver to occur of the discovery of any such event Company or as instructed by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant Company duly executed stock powers relating to the Pooling Repurchase Shares, as applicable, and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is Company agrees to occur. The Seller shall purchase each such Receivable deliver to FTB by making a payment to the Buyer wire transfer in immediately available funds on to the Business Day preceding the Distribution Date on which such reassignment is to occur in account specified by FTB an amount equal to the Per Share Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested multiplied by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)850,000.

Repurchase. In a. Seller shall repurchase each Purchased Asset from Administrative Agent on behalf of Buyers on the event any representation or warranty under Section 2.03(a) relevant Repurchase Date for such Purchased Asset. Seller is not true obligated to repurchase and correct as take physical possession of the date specified therein with Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto). c. With respect to any Receivable Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Seller agrees to (i) provide or cause Servicer to provide Administrative Agent with a copy of a report from the Servicer indicating that such Purchased Asset has been paid in full or part, (ii) cause to be paid to Administrative Agent from the Deposit Account and such portion of the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account Purchase Price multiplied by the Effective Advance Rate as shall be payable pursuant to Section 2.04(a7(d) and (iii) provide or cause Servicer to provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium, but subject to payment of an Exit Fee (if any) under certain circumstances as set forth in the Pricing Side Letter, on any Business Day by delivering to Administrative Agent a Request for Repurchase and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by Confirmation. If the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any intends to make such event given by the Trustee or any Enhancement Providersa repurchase, the Seller shall repurchase give at least two (2) Business Days’ prior written notice thereof to Administrative Agent, designating the Receivable or Receivables of which Purchased Assets to be repurchased. If such notice is given and is not revoked, the Buyer is required to accept reassignment pursuant 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 Pooling Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets on any day which is not the Repurchase Date or a Price Differential Payment Date, the Seller shall indemnify Administrative Agent and Servicing Agreement on hold Administrative Agent harmless from any losses, costs and/or expenses which Administrative Agent sustains or incurs arising from the Business Day preceding reemployment of funds obtained by Administrative Agent hereunder or from fees payable to terminate the Distribution Date on deposits from which such reassignment is to occurfunds were obtained, in each case for the remainder of the applicable thirty (30) day period (“Breakage Costs”). The Seller Administrative Agent shall purchase each such Receivable by making a payment deliver to the Buyer Seller a statement setting forth the amount and basis of determination of any Breakage Costs in immediately available funds on such detail as determined in good faith by Administrative Agent to be adequate, it being agreed that such statement and the Business Day preceding method of its calculation shall be adequate and shall be conclusive and binding upon the Distribution Date on which such reassignment is to occur in an amount equal to Seller, absent manifest error. f. For the Purchase Price for such Receivable. Upon payment avoidance of the Purchase Pricedoubt, the Buyer no provision of this Agreement shall automatically and without further action be deemed to sellwaive, transfer, assign, set over and otherwise convey to the impair or alter Seller, without recourse, representation ’s rights or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due Administrative Agent’s or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to Buyer’s obligations under this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Section 4.

Repurchase. In On the event Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have 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 extent 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 security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty under Section 2.03(a) 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 Closing Date, that Buyer is not true and correct as the sole owner of the date specified therein related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to any Receivable such Purchased Asset received by Buyer or Collection Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, thenon or before the Maturity Date, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In On the event 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 on a servicing released basis, whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no 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 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 extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, an amendment thereto or termination thereof evidencing the release of such 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 Underlying Obligor has paid the entire principal amount of the 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 under Section 2.03(a) 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 not true the sole owner of such Purchased Asset, free and correct as clear of the date specified therein 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 Receivable provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Account and the Buyer isEvent of Default, Seller cannot repurchase a Purchased Asset in connection therewithwith a full payoff of the underlying Whole Loan by the Underlying Obligor, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(aunless one-hundred percent (100%) of the Pooling and Servicing Agreement, then, within 30 days (or net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such longer period as may be agreed to by the Buyer) net proceeds in excess of the earlier to occur then-current Repurchase Price of the discovery of related Purchased Asset shall be applied by Buyer to reduce any such event by the Seller or the Buyer, or receipt by the Seller or the other amounts due and payable to Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to under this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Agreement.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein Repurchase Date, and the 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no 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, 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 created by Buyer. Any Income with respect to such event Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the BuyerCMBS Purchased Asset Maturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Receivable outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or Receivables of which before the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Maturity Date, Seller shall purchase each such Receivable repurchase all remaining Purchased Assets by making a payment paying to Buyer the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In (i) Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller may cause the event sale or other transfer of one or more Underlying Mortgage Loans from Trust Subsidiary without penalty, fee or premium on any representation date (an “Optional Repurchase”). The Repurchase Price payable for such sale or warranty under transfer of any such Underlying Mortgage Loan shall be reduced as provided in Section 2.03(a5(e) hereof. If Seller intends to make such a sale or transfer, Seller shall give at least one (1) Business Day’s prior written notice in the form of Exhibit D attached hereto to Buyer, designating the Underlying Mortgage Loans to be sold or transferred. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Underlying Mortgage Loans. Immediately following receipt of the Repurchase Price by Buyer, the related Underlying Mortgage Loan shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Underlying Mortgage Loan without further action by any Person. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Asset (or release by Buyer of its interest in the Underlying Mortgage Loans) (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Receivable Underlying Mortgage Loan (but liquidation or Account and foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset except as otherwise provided herein). Seller Parties are obligated to obtain the Mortgage Files from Buyer isor its designee at Seller’s expense on the Repurchase Date. With respect to any eMortgage Loan, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) upon receipt of the Pooling related Repurchase Price Buyer shall initiate a Transfer of Location of the eNotes and Servicing Agreement, then, within 30 days (or such longer period Delegatee status with respect thereto as may be agreed directed by Seller Parties. Notwithstanding any provision contained herein or in any other Facility Document, all transfers (and each such transfer) from Buyer to by the Buyer) a Seller Party or any designee of a Seller Party of Mortgage Notes (including without limitation all transfers of the earlier Control and/or the Location of any eNote on the MERS eRegistry that result in the transfer the Control of any eNote from Buyer to occur a Seller Party or to any other Person) are and shall be without recourse for the obligations of the discovery of Mortgagor and without (i) any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Priceliabilities of an endorser under UCC § 3-414, by analogy or otherwise, and (ii) any of the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation transfer warranties of UCC § 3-417 or other warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due express or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)implied.

Repurchase. In (a) Immediately after the occurrence of the Second Amendment Effective Date, each Consenting Lender hereby agrees to assign to the Borrower, and the Borrower hereby agrees to purchase from such Consenting Lender, an aggregate principal amount of Loans for the aggregate consideration set forth opposite the name of such Consenting Lender on Annex D hereto (the “Loan Repurchase”). Concurrently with the consummation of the Loan Repurchase, each Consenting Lender hereby irrevocably and permanently waives and forgives an aggregate amount of accrued and unpaid interest owed to such Consenting Lender in the amount set forth opposite the name of such Consenting Lender on Annex D hereto (the “Interest Waiver”). The aggregate principal amount of Loans purchased from, and interest waived and forgiven by, each Consenting Lender pursuant to this clause (a) is referred to herein as such Consenting Lender’s “Second Amendment Specified Amount”. (b) The Consenting Lenders and the Borrower hereby agree that upon consummation of the Loan Repurchase and the Interest Waiver, the aggregate principal amount of Loans held, and the accrued and unpaid interest owed, to each Consenting Lender is as set forth in Annex D hereto. (c) Each Consenting Lender hereby agrees that in the event any representation or warranty under Section 2.03(a) Prepayment Premium is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant payable to the Pooling and Servicing Agreement on Lenders following the Business Day preceding the Distribution Date on which Second Amendment Effective Date, such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment Consenting Lender shall, immediately upon receipt, return to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which Borrower all or a portion, as applicable, of its pro rata share of such reassignment is to occur Prepayment Premium in an amount equal to such Lender’s Second Amendment Specified Amount (or, if less, 100% of such Consenting Lender’s pro rata share of such Prepayment Premium); provided the Purchase Price for Borrower and the Consenting Lenders hereby agree that to give effect to the foregoing, the Borrower may elect to pay to any Consenting Lender the “net” amount owed to such Receivable. Upon payment Consenting Lender after giving effect to the return of funds contemplated by this clause (c). (d) Immediately, automatically and permanently upon the consummation of the Purchase PriceLoan Repurchase, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey Loans assigned pursuant to the Seller, without recourse, representation or warranty, all Loan Repurchase are deemed cancelled and of no further force and effect. (e) The Consenting Lenders and the right, title and interest Borrower hereby direct the Administrative Agent to make appropriate recordations in the register to reflect the transactions contemplated by clauses (a) through (d) upon the consummation of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable transaction.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Agreement), 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the BuyerMaturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making the Underlying Obligor or a payment sale of such Purchased Asset, if Seller shall pay directly to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Pricenet 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 Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey plus an amount equal to the Sellerrelated unpaid Margin Deficit, without recourseif any, representation or warranty, all provided that Seller shall have the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller right to repurchase any Purchased Asset under this Section 3.05 if such Receivable 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 constitute the sole remedy respecting the event giving rise be applied by Buyer to such obligation available reduce any other amounts due and payable to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Buyer, as determined in its discretion, under this Agreement.

Repurchase. In the event that the Management Services Agreement is terminated for any representation or warranty under Section 2.03(a) is not true and correct as reason prior to the fourth anniversary of the date specified therein with respect Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any Receivable portion of the Restricted Shares (whether vested or Account unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the Buyer istime and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (ii) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of a locally drawn cashier's check or wire transfer of funds in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection therewith, required to purchase such Receivable or all Receivables in such Account with the repurchase of assets by the Medical Group pursuant to Section 2.04(a) 13.5 of the Pooling and Servicing Management Services Agreement, then, within 30 days (or the total amount of such longer period as sums may be agreed to offset by the Buyer) Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such time, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all of the earlier to occur Stockholders who at such time hold equity of or are partners in the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occurMedical Group. The Seller Company shall purchase each be entitled to receive representations and warranties from such Receivable by making a payment Stockholder regarding (x) such Stockholder's power, authority and legal capacity to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which enter into such reassignment is sale and to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Buyer absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in and to such Receivablethis Agreement, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments repurchases of transfer or assignment and take such other actions as shall reasonably be requested Restricted Shares by the Seller Company under this Section 3(b) shall be subject to effect applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the conveyance Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such Receivables repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section. The obligation Section 3(b), such Stockholder and his or her successors and assigns shall, at the Company's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of the Seller to such repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).in a timely manner

Repurchase. In 6.5.1 We may require you to buy back any IBM Reimbursable, IBM Receivable or VAT Receivable and pay us the event Repurchase Price of such IBM Reimbursable, IBM Receivable or VAT Receivable as follows in any representation or warranty under Section 2.03(a) is not true and correct as of the date specified therein with respect to any following situations: (i) if such IBM Reimbursable, IBM Receivable or Account and VAT Receivable is or becomes an Ineligible Receivable; (ii) if it is the Buyer issubject of a dispute; (iii) if payment is withheld for any reason including a dispute under the Sales Contract or, if applicable, the VAT Return Document or any claim to set-off or counterclaim; (iv) if the respective country declares or effects a change in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyerits laws, or receipt by if there is a change in its financial condition, which has the Seller or the Buyer effect of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon its payment of the Purchase PriceVAT Receivable delayed or uncertain (v) at any time on or after any Event of Default; or (vi) at any time after termination of this Agreement. We will either debit your account with the Repurchase Price if the account is sufficiently in credit, or if not then we will require the applicable Loan Party to make a cash payment of the Repurchase Price in which case such Loan Party will promptly make such payment to us. On receipt of payment in full of the Repurchase Price of each IBM Reimbursable, IBM Receivable and VAT Receivable which we require a Loan Party buy back together with all other sums due from it to us, we will upon request assign or transfer that IBM Reimbursable, IBM Receivable or VAT Receivable to you and it will pay the reasonable costs incurred by us including any duly documented and properly incurred legal costs or other professional expenses, stamp duties, VAT, and similar charges. Any amounts such Loan Party collects before we receive payment in full will be held in trust for us and promptly delivered to us and set against the amounts owed to us and any amounts we collect after payment in full to us will be credited to your account. 6.5.2 You will not cancel any notices of assignment given to a Debtor or country, as applicable, owing IBM Reimbursables, IBM Receivables and VAT Receivables which we have required you to buy back or attempt to collect such IBM Reimbursables, IBM Receivables and VAT Receivables for your own account until you have paid us, in cleared funds, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security Repurchase Price and all monies other amounts due or to become due with us in respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)it.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein Repurchase Date, and the 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no 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, 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 created by Buyer. Any Income with respect to such event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the BuyerCMBS Purchased Asset Maturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the Receivable outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or Receivables of which before the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Maturity Date, Seller shall purchase each such Receivable repurchase all remaining Purchased Assets by making a payment paying to Buyer the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Mortgage Loan Documents) for such Receivable or all Receivables in such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no 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 Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. 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 such 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 Seller or later of (x) the Buyer, or receipt by third Business Day following the Seller or the date on which Buyer of and Custodian receive written notice of any such event given 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 Trustee or any Enhancement ProvidersRepurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, the Seller shall repurchase all Purchased Assets no later than the Receivable or Receivables of which Maturity Date by paying to Buyer the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making a payment the Underlying Obligor, if Seller shall pay directly to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Price, net proceeds paid in connection with the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).relevant payoff and

Repurchase. In The Company shall have the event 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 representation portion of Participant’s vested and non-forfeited Restricted Shares (and any Common Stock or warranty under Section 2.03(aother securities issued in respect, or pursuant to the terms, thereof) is not true and correct then held by Participant, at a price per share equal to the Fair Market Value thereof, measured as of the date specified therein of Participant’s termination of Service, (the “Repurchase Price”). The Repurchase Price shall be paid 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 respect 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 any Receivable or Account 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 Buyer isCommittee shall jointly engage a nationally recognized independent appraiser mutually acceptable to Participant and the Committee (or, in connection therewithif the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) then Participant and the Committee will each select an appraiser within ten days following the end of the Pooling and Servicing AgreementNegotiation Period, thenwhich 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 (or such longer period as may be agreed to following its appointment, deliver its determination of the applicable valuation and the determinations made by the Buyer) 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 earlier to occur of Code, any payment or action otherwise due or required in connection with the discovery Restricted Shares shall be delayed, and shall not be due or required, until at least five days following the final determination of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables dispute pursuant to this Section. The obligation paragraph.]4 Upon and following the occurrence of an IPO, the Seller Company’s right to repurchase any such Receivable Restricted Shares pursuant to this Section 4 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (be of no force or the Trustee on behalf of Certificateholders)effect.

Repurchase. In a. Sellers shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and be continuing, and that Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in connection therewiththe Purchased Mortgage Loans (including, required the Repurchase Assets related thereto) at the request of Sellers. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day immediately preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting sentence. c. In the event giving rise to that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Mortgage Loan as an Exception Mortgage Loan.

Repurchase. In a. Seller shall repurchase the event related Purchased Mortgage Loans and related Purchased Assets (or portions thereof relating to individual Mortgaged Properties) from Buyer on each related Repurchase Date at the related Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release). Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release) for such Purchased Mortgage Loan on each related Repurchase Date with any excess remitted to Seller unless a Default or an Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the applicable Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction or portion thereof with respect to any or all Purchased Mortgage Loans or individual Mortgaged Properties related thereto and repurchase such Purchased Mortgage Loans (or portions thereof) and related Purchased Assets on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that; (1) Seller notify Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Mortgage Loan(s) (or portions thereof) to be repurchased and Seller’s calculation of the Repurchase Price (or Allocated Repurchase Price, as applicable) thereof; (2) contemporaneously with such termination, Seller pay to Buyer via the Collection Account (A) if such repurchase occurs during the Funding Period, the related Repurchase Price (or Allocated Repurchase Price, as applicable) in full, or (B) if such repurchase occurs after the expiration of the Funding Period, the greater of (i) the related Repurchase Price (or Allocated Repurchase Price, as applicable) and (ii) 100% of the Sale Proceeds with respect to such Purchased Mortgage Loan (or portions thereof) or related Mortgaged Property; (3) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default exists or would exist as a result of such repurchase; (4) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof; (5) Seller thereafter complies with Section 4(c) hereof; (6) in the case of a Mortgaged Property Release, (x) Buyer shall have consented in writing to the release of such Mortgaged Property from the Purchased Mortgage Loan, and (y) the related Purchased Mortgage Loan is, after giving effect to the release of the repurchased Mortgaged Property or Mortgaged Properties, in compliance with the applicable representations and warranties set forth on Schedule 1 hereto; and (7) in connection therewithwith a Mortgaged Property Release, required Seller thereafter deliver to purchase Buyer or the applicable Custodian a copy of the updated Mortgage or partial release of Mortgage that will be delivered to the recording office for such Receivable Purchased Mortgage Loan reflecting the removal of the released Mortgaged Property, and thereafter, a copy of the recorded Mortgage or all Receivables partial release promptly upon receipt thereof from the applicable recording office. Such early terminations and repurchases shall be limited to one (1) occurrence in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller shall promptly (and in any event within two (2) Business Days) provide Buyer with a copy of a report from Servicer indicating that such Purchased Mortgage Loan has been paid in full, and promptly remit to the Collection Account the positive difference (if any) of the Repurchase Price due with respect to such Purchased Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 2.04(a7(d). d. Unless a Default or an Event of Default has occurred, upon B▇▇▇▇ receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, B▇▇▇▇ agrees to release any and all interests (including its ownership interest and any security interest) hereunder in such Purchased Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the payment in full of all of the Pooling Obligations (other than unmatured indemnification Obligations), Seller may elect to terminate this Agreement without prepayment premium, fee or penalty, and Servicing Agreement, then, within 30 days (Buyer shall deliver to Seller termination statements and other documents necessary or such longer period as may be agreed appropriate to by evidence the Buyer) termination of any Liens securing payment of the earlier to occur Obligations, all at the reasonable expense of Seller. e. Buyer may, in its sole discretion, initiate the termination of the discovery of any such event Funding Period by the Seller or the Buyer, or receipt by the Seller or the Buyer of delivering one hundred eighty (180) days’ prior written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment termination of the Purchase Price, the Buyer shall automatically and without further action be deemed Funding Period to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In On the event Repurchase Date (or Early Repurchase Date, if applicable), or on the date of any representation pay-off of the Purchased Asset pursuant to which the obligor thereunder is released from future payment obligations in accordance with this Agreement, or warranty under Section 2.03(a) is not true and correct upon the payment in full for any reason of the Repurchase Price with respect to the Purchased Asset, Seller shall transfer to Agent the Repurchase Price for the Purchased Asset as of the date specified therein Repurchase Date (or Early Repurchase Date, if applicable) and, so long as no Event of Default has occurred and is continuing, Agent shall promptly transfer to Seller the Purchased Asset in accordance with Section 18.19, whereupon the Transaction with respect to the Purchased Asset shall terminate; provided, however, that in the event of a pay-off of the Purchased Asset, Agent shall transfer the Purchased Asset to Seller regardless of whether an Event of Default has occurred and is continuing. Any Income with respect to the Purchased Asset received by Agent or any Receivable Buyer or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) Bank after payment of the Pooling and Servicing AgreementRepurchase Price therefor shall be promptly remitted to Seller. Notwithstanding the foregoing, thennot later than the Facility Termination Date, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables Purchased Asset by paying to Agent the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Agent shall promptly remit to Seller the excess, if any, remaining after application of which the Buyer is required to accept reassignment pursuant such funds and any Income to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In a. The related Seller shall repurchase the event related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Mortgage Loan (but liquidation or Account foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer isor its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in connection therewiththe Mortgage Loans (including, required the Mortgage Files) at the request of the related Seller upon repurchase of Purchased Mortgage Loans by such Seller. With respect to purchase payments in full by the related Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Receivable or all Receivables Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to such Account pursuant Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to Section 2.04(arelease its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the Pooling immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and Servicing Agreementif the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to receive a bid for such Mortgage Loan as described below, thenBuyer or an Affiliate of Buyer may offer to terminate the related Seller’s right and obligation to repurchase such Mortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a “Bid”). The related Seller, within 30 days five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating the related Seller’s right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such longer period as may Bid Fee shall be agreed due and payable to Buyer by the Buyer) of Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the earlier Sellers’ right to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer a Purchased Mortgage Loan if a Bid is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables accepted pursuant to this Section. The obligation of Section shall be applied by Buyer toward the Seller to repurchase any such Receivable shall constitute outstanding Repurchase Price for the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)applicable Transaction.

Repurchase. In Upon the event any representation or warranty under Section 2.03(a) is not true and correct as occurrence of 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 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 therein in the notice and (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third New York Business Day prior to the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased. ▇▇▇▇▇▇ shall comply with respect to any Receivable or Account all applicable federal and the Buyer is, state securities laws in connection therewith, required to purchase such Receivable with each DTV Sale Notice sent in connection with a repurchase under the circumstances described above. On or all Receivables in such Account pursuant to Section 2.04(a) of before the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersRepurchase Date, the Seller Company shall repurchase the Receivable or Receivables of which the Buyer is required to (i) accept reassignment for payment Notes tendered pursuant to the Pooling DTV Sale Event offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes so tendered and Servicing Agreement on (iii) deliver to the Business Day preceding Paying Agent Notes so accepted together with an Officers' Certificate stating the Distribution Date on which such reassignment is to occurNotes are being purchased by the Company. The Seller Paying Agent shall purchase each such Receivable by making a payment promptly mail to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur Holders of Notes so accepted payment in an amount equal to the Purchase Price for such Receivablepurchase price. Upon payment of If any Holder has withdrawn their election, their notes shall be promptly mailed by the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey Paying Agent to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds Holder thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In On the event any representation Repurchase Date for each Purchased Asset, provided that no Margin Deficit, Default or warranty under Event of Default exists or will result from such repurchase (and would not be fully cured after applying the related Repurchase Price in accordance with Section 2.03(a) is not true 5.02), Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset (or in the case of a Sale and correct as of the date specified therein Disposition with respect to any Receivable or Account and an Underlying Asset, the Buyer is, in connection therewith, required Net Liquidation Proceeds) to purchase such Receivable or all Receivables in such the Waterfall Account pursuant to Section 2.04(a) 5.01, whereupon the Transaction with respect to such repurchased Purchased Assets will terminate and the outstanding Repurchase Price for the repurchased Purchased Assets shall be reduced by the Purchase Price for such Purchased Assets remitted to the Waterfall Account. Subject to the penultimate sentence of this Section 3.05, upon receipt of the Pooling and Servicing Agreement, then, within 30 days Repurchase Price for the related Purchased Assets (or such longer period as which Repurchase Price may be agreed paid with funds received in connection with a Sale and Disposition of related Underlying Assets), Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset and shall authorize Custodian to release to Seller or its designee the Underlying Asset Documents for such Purchased Asset. Any such transfer shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to the Buyer) repurchase of such Purchased Asset received by Buyer or Account Bank after payment of the earlier Repurchase Price therefor shall be remitted to occur Seller. Notwithstanding the foregoing, on or before the Facility Termination Date and if no Default or Event of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersDefault exists, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase outstanding Repurchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security therefor and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)outstanding Repurchase Obligations.

Repurchase. In a. Seller shall repurchase each Purchased Asset from Administrative Agent on the event applicable Repurchase Date at the Repurchase Price for such Purchased Asset. Such obligation to repurchase exists without regard to any representation prior or warranty under Section 2.03(a) is not true and correct as of the date specified therein intervening liquidation or foreclosure with respect to any Receivable Purchased Asset (but liquidation or Account foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense one Business Day after the related Repurchase Date. Provided that no Default shall have occurred and is continuing, Seller may elect to repurchase any Purchased Asset at any time by providing the necessary documentation to identify the Purchased Assets, Repurchase Date and Repurchase Price to be remitted for each Purchased Mortgage Loan . - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.22 b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyer isagrees to release their respective ownership interests hereunder in the Purchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in connection therewithfull, required and (ii) remit to purchase Administrative Agent, within two (2) Business Days, the Repurchase Price with respect to such Receivable or all Receivables Purchased Mortgage Loans. Administrative Agent and Buyer agrees to release their respective ownership interest in such Account pursuant to Section 2.04(aPurchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) and (ii) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day immediately preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)sentence.

Repurchase. In On the event any representation or warranty under Section 2.03(a) is not true and correct Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the date specified therein 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 Receivable or Account and Repurchase Date that occurs on the Buyer is, in connection therewith, required second Business Day prior to purchase the maturity date (under the related Purchased Asset Documents with respect to such Receivable or all Receivables in Purchased Asset) for such Account pursuant to Section 2.04(aPurchased Asset by reason of clause (d) of the Pooling and Servicing Agreementdefinition of “Repurchase Date”, then, within 30 days (or such longer period as may be agreed to by the Buyer) settlement of the earlier to occur payment of the discovery 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; 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 a repurchase, including, without limitation, the execution of release letters and the designation and use of a bailee in connection with refinancings. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, 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 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 such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions. Any Income with respect to such event Purchased Asset received by Buyer or Deposit Account Bank after payment of the Seller Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the BuyerMaturity Date, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase all Purchased Assets by paying to Buyer the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the Pooling and Servicing Agreement on contrary contained elsewhere in any Repurchase Document, at any time during the Business Day preceding the Distribution Date on which such reassignment is to occur. The existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, Seller shall purchase each only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Receivable Purchased Asset by making a payment 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 in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment greater of (y) one-hundred percent (100%) of the Purchase Price, net proceeds paid in connection with the Buyer shall automatically relevant payoff and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest (z) one hundred percent (100%) of the Buyer net proceeds received by Seller in and to connection with the sale of such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereofPurchased Asset. The Buyer shall execute portion of all such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation net proceeds in excess of the Seller then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to repurchase reduce any such Receivable shall constitute the sole remedy respecting the event giving rise other amounts due and payable to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)under this Agreement.