Common use of Repurchase Clause in Contracts

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) In the Underlying Obligor has paid the entire principal amount event of a Repurchase Event (as hereinafter defined), (i) following a request of the underlying Whole Loan and all other amounts due Holder, delivered prior to Seller under an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the related Purchased Asset Documents Option from the Holder immediately after the Repurchase Event at a price (the “Option Repurchase Price”) equal to the product of the number of shares for which this Option may then be exercised multiplied by the amount by which (A) the Market/Offer Price (as hereinafter defined) exceeds (B) the Option Price, and (bii) 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 Seller makes 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 prepayment repurchase of this Option or the Owner gives notice of the underlying Whole Loan required repurchase of Option Shares, as the case may be, and (iv) in respect the event of a sale of all or a substantial portion of Issuer’s assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such Purchased Asset hereunder in accordance with Section 5.02sale. Any such transfer or release In determining the Market/Offer Price, the value of consideration other than cash shall be without recourse to Buyer determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and without representation or warranty by Buyer, except that Buyer shall represent reasonably acceptable to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementIssuer.

Repurchase. On Shares acquired upon the Repurchase Date for each Purchased Assetsettlement of Vested RSUs may be repurchased pursuant to the terms of the Investor Rights Agreement. For purposes of this Section 8, the applicable Seller Investor Rights Agreement shall transfer to Buyer the be modified as follows: Within ten (10) days following receipt of a 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date Notice (as defined under in the related Purchased Asset Documents with respect to such Purchased Asset) Investor Rights Agreement), the Grantee (including for such Purchased Asset by reason of clause (d) all purposes hereof the representative of the definition of “Repurchase Date”, settlement Grantee’s estate) may by written notice to the Company require that Fair Market Value of the payment Common Stock (as defined in the Investor Rights Agreement) be determined by an appraisal performed by a qualified independent appraiser, selected by mutual agreement of the Repurchase Price Company and the Grantee, and the Fair Market Value of the Common Stock as determined by such amounts may occur up appraisal shall be binding on both parties. If the parties are unable to agree on an appraiser within thirty (30) days of the Grantee’s notice to the second Business Day after such Repurchase Date; providedCompany, furtherthen within seven (7) days, each party shall submit the names of four nationally-recognized firms that Buyer are engaged in the business of valuing non-public securities, and each party shall have no obligation be entitled to transfer to such Sellerstrike two names from the other party’s list of firms, or release any interest in, such Purchased Asset until Buyerand the appraiser shall be selected by lot from the remaining four appraisal firms. If the Grantee does not comply with the Grantee’s receipt of payment obligations in full this Section 8 regarding the selection and appointment of the Repurchase Price therefor. So long as no Event of Default has occurred and is continuingappraiser, Buyer the Grantee shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release agreed to the applicable Seller Board’s determination of Fair Market Value of the Mortgage Asset File Common Stock notwithstanding the Grantee’s disagreement therewith. The Company shall initially pay 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 cost of 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 thereinappraisal; provided, however, that whether or if the Fair Market Value of the Common Stock as determined by the appraisal does not an Event exceed the Fair Market Value of Default has occurred and is continuing hereunderthe Common Stock as initially determined by the Company by at least ten percent (10%), Buyer the cost of the appraisal shall be required to release borne by the Mortgage Asset File relating to a Purchased Asset Grantee and execute, acknowledge such cost shall be recovered from an offset and deliver reduction from the purchase price paid 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementGrantee.

Repurchase. On a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Date for each Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, the applicable Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer 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 or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as . b. Provided that no Event of Default has shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to such release its ownership interest 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 Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, along with all rights validly transferred (ii) remit to Buyer by such Seller on Buyer, within two (2) Business Days, the Purchase Date thereof, whereupon such Transaction Repurchase Price with respect to such Purchased Asset Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Seller shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under repurchase the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Agency Securities from Buyer on each related Repurchase Date”, settlement of the payment of Date at the Repurchase Price and such amounts may occur up to so long as the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Agency Securities remain on the Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Event of Default has occurred Federal Book Account 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 previously been purchased by 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementTakeout Broker Dealer.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 monetary Default or Event of Default has occurred and is continuingcontinuing 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit subject to a Margin Call exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such 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) to promptly release to Seller (or its designee) the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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, Buyer except that Buyer shall hereby be deemed to 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 Datehereunder, that Buyer is was 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 Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Facility Termination Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 (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 release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the 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 transfer be deemed to such Seller have released all of its interests in such Purchased Asset, along with all rights validly transferred 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 Buyer by such permit the release from the Seller on of the Purchase Date thereofrelated Purchased Asset, whereupon such Transaction with respect Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall terminate; providedbe 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, howevertermination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, thatPledged 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 Repurchase Date that occurs on Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to Repurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) for such Purchased Asset by reason of clause (d) On the related Repurchase/Release Date following receipt of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 continuingPurchase Price, Buyer shall be deemed to have simultaneously released its security interest in such each applicable Purchased Asset, shall authorize Custodian to promptly release to Asset and/or Pledged Asset (including the applicable Seller the Underlying Mortgage Asset File for such Purchased AssetLoans, Underlying REO Property, and Pledged Items) in each case without any further action by Buyer shall executeor any other Person. (iv) Unless otherwise agreed to pursuant to a bailee arrangement or escrow agreement to which Buyer is a party, acknowledge and deliver with respect to any eMortgage Loan, upon receipt of 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 Repurchase/Release Price by Buyer for the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, an amendment thereto or termination thereof evidencing the release benefit 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 initiate a Transfer of Location of the eNotes and Delegatee status with respect thereto as may be required to release the Mortgage Asset File relating 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 Purchased Asset and execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, Seller Party or any designee of a Seller Party of Mortgage Notes (including without limitation all necessary release documents if (a) the Underlying Obligor has paid the entire principal amount transfers of the underlying Whole Loan and all other amounts due to Seller under Control and/or the related Purchased Asset Documents and (b) such Seller makes Location of any eNote on the required prepayment MERS eRegistry that result in the transfer of the underlying Whole Loan in respect Control of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer any eNote from Buyer to a Seller Party or release to any other Person) are and shall be without recourse to Buyer for the obligations of the Mortgagor and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence (i) liabilities of an uncured Default endorser under UCC § 3-414, by analogy or Event otherwise, and (ii) transfer warranties of DefaultUCC § 3-417 or other warranty, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementexpress or implied.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 Agreement, if any, and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit resulting in a Margin Call exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as . b. Provided that no Event of Default has 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 transfer be delivered to such Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, along with all rights validly transferred (ii) remit to Buyer by such Seller on Buyer, within two (2) Business Days, the Purchase Date thereof, whereupon such Transaction Repurchase Price with respect to such Purchased Asset shall terminate; provided, however, that, Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date clauses (as defined under the related Purchased Asset Documents with respect to such Purchased Asseti) for such Purchased Asset by reason of clause through (diii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Repurchase DateBid”). Seller, settlement within one (1) Business Day of receipt of Buyer’s bid (the payment of “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price 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 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 this Section 5.024. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted its Affiliate to the applicable terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying ’s right and obligation 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 Mortgage Loan if a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly Bid is accepted pursuant to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset this Section shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtoward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, and pay all amounts due (ii) there exists no Default, (iii) Seller wishes to any Affiliated Hedge Counterparty under enter into a new Transaction with respect to the related Interest Rate Protection Agreement andMortgage Loans, so long as (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. b. Provided that no Event of Default has shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to such 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 Purchased AssetMortgage Loan has been paid in full, along with all rights validly transferred (ii) remit to Buyer by such Seller on Buyer, within two Business Days, the Purchase Date thereof, whereupon such Transaction Repurchase Price with respect to such Purchased Asset shall terminate; provided, however, that, Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date clauses (as defined under the related Purchased Asset Documents with respect to such Purchased Asseti) for such Purchased Asset by reason of clause through (diii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Repurchase DateBid”). Seller, settlement within five (5) Business Days of receipt of Buyer’s bid (the payment of “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price 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 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 this Section 5.024. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted its Affiliate to the applicable terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying ’s right 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 Mortgage Loan if a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly Bid is accepted pursuant to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset this Section shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtoward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetDocuments) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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, 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 created by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, (A) on or before the Facility Termination CMBS Purchased Asset Maturity Date, the applicable Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (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 Date for each Purchased AssetPeriod"), the applicable Seller Company shall transfer 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 Buyer which Parent then has Beneficial Ownership, at a price equal to the Repurchase Price 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 such Purchased Asset 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 Date, Period which precedes the date the Company gives notice of the required repurchase under this Section 7) 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 (B) the Purchase Date thereofPrice (subject to adjustment as provided in Section 6), whereupon such Transaction 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 Purchased Asset 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 terminate; provided, however, that, surrender to the Company the Option and the certificates evidencing any Option Shares acquired thereunder with respect to which Parent then has Beneficial Ownership (c) In determining the Market/Tender Offer Price, the value of any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 consideration other than cash shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release to determined by an independent nationally recognized investment banking firm mutually selected by Parent and 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementCompany.

Repurchase. On (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 Date 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 each Purchased Assetany shares of Buyer Common Stock purchased pursuant to the exercise of the Option, multiplied by the applicable number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Seller's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees. (b) In the event Seller exercises its rights under this Section 7, Buyer shall, within ten business days thereafter, pay the required amount to Seller by wire transfer of immediately available funds to an account designated by Seller and Seller shall transfer surrender to Buyer the Repurchase Price for such Purchased Asset as Option and the certificates evidencing the shares 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction Common Stock purchased thereunder with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 which Seller then 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 AssetBeneficial Ownership, and Buyer Seller shall execute, acknowledge warrant that it has sole record 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 Beneficial Ownership of such Purchased Asset from Buyer’s security interest therein; provided, however, certificates and 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other 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 than cash shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable determined by an independent nationally recognized investment banking firm selected by 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly reasonably acceptable to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or 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 Date for Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Purchased Asset, the applicable Seller shall transfer to Buyer Stockholder within ninety (90) days after 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 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 terminateEvent; provided, however, that, with respect 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 time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 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 Date that occurs 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 second Business Day prior 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 maturity date 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 under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (din Section 1274(d) of the definition Internal Revenue Code) in effect from time to time, or (C) a combination of “Repurchase Date”both (A) and (B), settlement in the aggregate amount of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 repurchase price 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 thereinshares; provided, however, that whether or not an Event of Default has occurred and in the event the Medical Group is continuing hereunder, Buyer shall be required obligated to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver pay to the related SellerCompany any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such Seller’s sole expensetime, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all necessary release documents of the Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to receive representations and warranties from such Stockholder regarding (ax) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear absence of any other interests violation, default, or Liens caused by Buyer’s actions acceleration of any agreement or inactions. Any Income with respect instrument pursuant to which such Purchased Asset received by Buyer Stockholder or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. such Stockholder's assets are bound resulting from such sale. (iii) 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 anything to the contrary contained elsewhere in this Agreement, all repurchases of Restricted Shares by the Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any Repurchase Documentfinancing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and his or her successors and assigns shall, at any time during the existence 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 an uncured Default or Event of Default, the related Seller cannot such repurchase in a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtimely manner.

Repurchase. On (a) Subject to Section 11(i), at the Repurchase Date for each Purchased Assetrequest 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 applicable "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller shall transfer Common Stock acquired pursuant to Buyer the Repurchase Price Option; (ii) The difference between (A) the "Market/Tender Offer Price" for such Purchased Asset 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 DatePeriod 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 Buyer exercises its rights under this Section 7, Seller shall, within 10 business days there- after, 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 required amount to Buyer by such wire transfer of im- mediately available funds to an account designated by Buyer and Buyer shall surrender to Seller on the Purchase Date thereof, whereupon such Transaction Option and the certificates evidencing the shares of Seller Common Stock purchased thereun- der with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that which 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 then 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 AssetBeneficial Ownership, and Buyer shall execute, acknowledge warrant that it has sole record 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 Beneficial Ownership of such Purchased Asset from Buyer’s security interest therein; provided, however, shares and 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other interests or Liens caused than cash shall be deter- mined by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received an independent nationally recognized investment bank- ing firm selected by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted and reasonably acceptable 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as . b. Provided that no Event of Default has shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to such 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 Purchased AssetMortgage Loan has been paid in full, along with all rights validly transferred (ii) remit to Buyer by such Seller on Buyer, within two Business Days, the Purchase Date thereof, whereupon such Transaction Repurchase Price with respect to such Purchased Asset Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall terminate; provided, however, that, pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to any Repurchase Date that occurs each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price Bid is accepted 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 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 Bid Fee 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, due 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 payable to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets Violation Deadline. Any amount paid by paying Buyer or its Affiliate to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision terminate Seller's right 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 Mortgage Loan if a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly Bid is accepted pursuant to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset this Section shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtoward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. On (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 Date for each Purchased AssetPeriod"), 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 applicable "Per Share Repurchase Price") equal to the sum of: (i) The exercise price paid by Buyer for any shares of Seller shall transfer Common Stock acquired pursuant to Buyer the Repurchase Price Option; (ii) The difference between (A) the "Market/Tender Offer Price" for such Purchased Asset 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 DatePeriod that precedes the date Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event Buyer exercises its rights under this Section 7, Seller shall, within 10 business days thereafter, pay 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 required amount to Buyer by such wire transfer of immediately available funds to an account designated by Buyer and Buyer shall surrender to Seller on the Purchase Date thereof, whereupon such Transaction Option and the certificates evidencing the shares of Seller Common Stock purchased thereunder with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that which 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 then 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 AssetBeneficial Ownership, and Buyer shall execute, acknowledge warrant that it has sole record 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 Beneficial Ownership of such Purchased Asset from Buyer’s security interest therein; provided, however, shares and 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other interests or Liens caused than cash shall be determined by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received an independent nationally recognized investment banking firm selected by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted and reasonably acceptable 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetMortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Loan Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerSeller as soon as reasonably possible thereafter. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of DefaultDefault (each as determined by Buyer in its sole discretion), the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying Obligor, unless if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly to Buyersale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementAgreement in accordance with Article 5.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; provided. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, howeversuch Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, that whether or not an Event of Default has occurred and is continuing hereunder, as Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset determine in its discretion, 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 thereafter Buyer shall provide notice of the underlying Whole Loan and all other amounts due same to Seller under specifying the related relevant 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 5.02Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Datehereunder, that Buyer is the sole owner ▇▇▇▇▇ has made such transfer and release of such Purchased Asset, Asset free and clear of any other interests or Liens caused by Buyer (other than, if applicable, any Liens caused by Buyer’s actions or inactionscompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 promptly release to the applicable Seller the Mortgage Asset File Loan Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Mortgage Loan by the Underlying Obligor, unless one one-hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer; together with payment of the excess of the then current Repurchase Price over such net proceeds (if any). The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset (if any) shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (a) At any time after the occurrence of a Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under below) (i) at the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) request of the definition Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of “Repurchase Date”, settlement shares for which this Option may then be exercised and (ii) at the request of the payment 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 and such amounts may occur up Price") equal to the second Business Day after such Repurchase Date; providedmarket/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, further(ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, that Buyer shall have no obligation to transfer to such Seller(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 release (iv) in the event of a sale of all or any interest in, such Purchased Asset until Buyer’s receipt substantial part 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 Issuer's assets 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Datedeposits, 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 Underlying Obligor, unless one hundred percent (100%) sum of the net proceeds due price paid in connection with such sale for such assets or deposits and the relevant payoff current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be paid directly determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementIssuer.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 (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 release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the 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 transfer be deemed to such Seller have released all of its interests in such Purchased Asset, along with all rights validly transferred 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 Buyer by such permit the release from the Seller on of the Purchase Date thereofrelated Purchased Asset, whereupon such Transaction with respect Underlying Mortgage Loans, or Underlying REO Property attributable to such Optional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall terminate; providedbe 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, howevertermination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, thatPledged 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 Repurchase Date that occurs on Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to Repurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) for such Purchased Asset by reason of clause (d) On the related Repurchase/Release Date following receipt of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 continuingPurchase Price, Buyer shall be deemed to have simultaneously released its security interest in such each applicable Purchased Asset, shall authorize Custodian to promptly release to Asset and/or Pledged Asset (including the applicable Seller the Underlying Mortgage Asset File for such Purchased AssetLoans, Underlying REO Property, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, Pledged Items) in each case without 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 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 further action by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementPerson.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the such 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 whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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, includingand, to the extent any UCC financing statement filed against such 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; 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. (a) On the Repurchase Date for each Purchased AssetAsset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), the applicable 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 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 continuingcontinuing (unless the repurchase of such Asset cures such Event of Default), Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on Asset whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Custodian, in accordance with the terms of the Custodial Agreement, to promptly release to the applicable Seller the Mortgage Asset File Loan Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 inactionsinactions 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 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 . (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 contained elsewhere contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Document, at Price for the Purchased Asset being repaid. (c) At any time during the existence of an uncured a Default, Event of Default or Event of Defaultunsatisfied Margin Deficit, the related Seller canshall not repurchase a Purchased Asset in connection with a full payoff of unless the underlying Whole Loan by the Underlying Obligor, unless one hundred percent Repurchase Price (100%including any Release Amount) of the net proceeds due in connection with the relevant payoff shall be for such Purchased Asset is paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable. (d) For each three-month period following the First Extended Facility Termination Date, commencing with the three-month period ending following the First Extended Facility Termination Date, if applicable, Seller shall reduce the outstanding Purchase Price by an amount equal to the Required Purchase Price Reduction. In the event Seller shall not have made payment of outstanding Purchase Price in the amount of the Required Purchase Price Reduction by the 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 apply such amount to reduce any other amounts due the outstanding Repurchase Obligations in such manner and payable order as Buyer may determine. (e) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer under this Agreementon the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.

Repurchase. On Subject to the terms and conditions of this Repurchase Date for each Purchased AssetAgreement, the applicable Seller shall transfer to Buyer undersigned hereby sells, assigns and transfers to, or upon the Repurchase Price for order of, the Company, all right, title and interest in such Purchased Asset as portion of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long Notes 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 indicated on the Purchase Date thereofsignature page hereto, whereupon such Transaction waives any and all other rights with respect to such Purchased Asset shall terminate; providedNotes, howeverand releases and discharges the Company from any and all claims the undersigned may now have, thator may have in the future, arising out of, or related to, such Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that the undersigned is entitled to receive any accrued and unpaid interest or additional interest with respect to any Repurchase Date that occurs the Notes. On or prior to 10:00 a.m. New York City time on the second Business Day prior Closing Date, (i) the undersigned agrees to direct the eligible Depository Trust Company (“DTC”) participant through which the undersigned holds a beneficial interest in the Notes to submit a one-sided withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to Wilmington Trust, National Association, in its capacity as trustee of the Notes (the “Trustee”), for the aggregate principal amount of the Notes to be sold pursuant to this Repurchase Agreement (the “DWAC Withdrawal”) and (ii) the Company shall provide an executed cancellation order (in the form of Exhibit C) to the maturity date Trustee corresponding to each DWAC Withdrawal (as defined under each a “Cancellation Order”). Upon receipt of such Cancellation Order, the related Purchased Asset Documents Trustee shall process the DWAC Withdrawals in accordance with respect the Cancellation Orders and shall provide email notification to such Purchased Asset) 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 Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 DWAC Withdrawal shall be deemed to have simultaneously released its security interest in such Purchased Assetrevoked and an updated Cancellation Order with an updated cancellation date shall be provided by the Company. In the event the Closing does not occur, shall authorize Custodian to promptly release any Notes submitted for DWAC Withdrawal will be returned to the applicable Seller DTC participant that submitted the Mortgage Asset File for such Purchased Assetwithdrawal 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 Buyer shall executethe prior receipt of the DWAC Withdrawal conforming with the aggregate principal amount of the Notes to be sold, acknowledge and deliver the Company hereby agrees to transfer by wire of immediately available funds to the related Seller, account of the undersigned at such Seller’s sole expense, any and a bank in the United States of America provided by the undersigned as Exhibit A to this Repurchase Agreement all documents, instruments and agreements necessary Consideration on the Notes 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 repurchased. If (a) the Underlying Obligor has paid Trustee is unable to locate the entire principal amount of the underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and DWAC Withdrawal or (b) such Seller makes the required prepayment 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 underlying Whole Loan Notes will be determined by the Company, in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release its sole discretion, which determination shall be without recourse final and binding. All authority herein conferred or agreed to Buyer and without representation or warranty by Buyer, except that Buyer be conferred in this Repurchase Agreement shall represent to survive the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment dissolution of the Repurchase Price therefor undersigned and any representation, warranty, undertaking and obligation of the undersigned hereunder shall be remitted to binding upon the applicable Seller. Notwithstanding the foregoingtrustees in bankruptcy, on or before the Facility Termination Datelegal representatives, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor successors 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 assigns of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementundersigned.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) At the Underlying Obligor has paid the entire principal amount request 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase DocumentCardinal, at any time during from and after the existence occurrence of an uncured Default a Purchase Event and ending 180 days immediately thereafter (the "Cardinal Repurchase Period"), Bergen (or Event any successor entity thereof) shall repurchase the Option from Cardinal together with all (but not less than all) shares of DefaultBergen 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 related Seller cannot repurchase "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 Purchased Asset in connection with a full payoff 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 underlying Whole Loan 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 Underlying Obligornumber of shares of Bergen Common Stock with respect to which the Option has not been exercised, unless one hundred percent but only if such Market/Tender Offer Price is greater than such exercise price; (100%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 net proceeds due in connection Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such exercise price. (b) In the event Cardinal exercises its rights under this Section 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 Cardinal shall surrender to Bergen the Option and the certificates evidencing the shares of Bergen Common Stock purchased thereunder with respect to which Cardinal then has Beneficial Ownership. (c) In determining the relevant payoff Market/Tender Offer Price, the value of any consideration other than cash shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied determined by Buyer to reduce any other amounts due and payable to Buyer under this Agreementan independent nationally recognized investment banking firm selected by Cardinal.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 hereby be deemed to represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 unsatisfied Margin Deficit, an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying Obligor, unless if either (I) such repurchase completely satisfies the related Margin Deficit or completely cures the related uncured Default or Event of Default, as the case by be, or (II) Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly to Buyersale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (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 Date for each Purchased AssetPeriod"), 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 applicable Seller shall transfer "Per share Repurchase Price") equal to Buyer the Repurchase Price sum of: (i) The exercise price paid by COFI for such Purchased Asset 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 DatePeriod 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), and pay all amounts due to any Affiliated Hedge Counterparty under multiplied by the related Interest Rate Protection Agreement and, so long as no Event number 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 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 Purchased Asset exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall terminate; provided, however, that, surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 which COFI then 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 AssetBeneficial Ownership, and Buyer COFI shall execute, acknowledge warrant that it has sole record 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 Beneficial Ownership of such Purchased Asset from Buyer’s security interest therein; provided, however, certificates and 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other 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 than cash shall be remitted determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementRCSB.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuingcontinuing (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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 hereunderand no Margin Deficit that is due and payable remains unpaid, upon receipt by 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 Repurchase Price and all other amounts due and owing to Seller Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the related receipt of the Repurchase Price for a Purchased Asset Documents and (b) such Seller makes on the required prepayment Repurchase Date therefor, the security interest of the underlying Whole Loan Buyer in respect of such Purchased Asset hereunder in accordance with Section 5.02shall 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 the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying ObligorObligor or a sale of such Purchased Asset, unless if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall be paid directly have the right to Buyerrepurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer Buyer, as determined in its discretion, under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable related Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset or Underlying Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased AssetAsset and the related Underlying Assets, shall authorize Custodian to promptly release to the applicable related Seller the Mortgage related 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, includingDocuments and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased AssetAsset 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; 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable related Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller Sellers 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On Subject to the terms and conditions of this Repurchase Date for each Purchased AssetAgreement, the applicable Seller shall transfer to Buyer undersigned hereby sells, assigns and transfers to, or upon the Repurchase Price for order of, the Company, all right, title and interest in such Purchased Asset as portion of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long Notes 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 indicated on the Purchase Date thereofsignature page hereto, whereupon such Transaction waives any and all other rights with respect to such Purchased Asset shall terminate; providedNotes, howeverand releases and discharges the Company from any and all claims the undersigned may now have, thator may have in the future, arising out of, or related to, such Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that the undersigned is entitled to receive any accrued and unpaid interest or additional interest with respect to any Repurchase Date that occurs the Notes. On or prior to 10:00 a.m. New York City time on the second Business Day prior Closing Date, (i) the undersigned agrees to direct the eligible Depository Trust Company (“DTC”) participant through which the undersigned holds a beneficial interest in the Notes to submit a one-sided withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to U.S. Bank Trust Company, National Association, in its capacity as trustee of the Notes (the “Trustee”), for the aggregate principal amount of the Notes to be sold pursuant to this Repurchase Agreement (the “DWAC Withdrawal”) and (ii) the Company shall provide an executed cancellation order (in the form of Exhibit B) to the maturity date Trustee corresponding to each DWAC Withdrawal (as defined under each a “Cancellation Order”). Upon receipt of such Cancellation Order, the related Purchased Asset Documents Trustee shall process the DWAC Withdrawals in accordance with respect the Cancellation Orders and shall provide email notification to such Purchased Asset) 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 Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 DWAC Withdrawal shall be deemed to have simultaneously released its security interest in such Purchased Assetrevoked and an updated Cancellation Order with an updated cancellation date shall be provided by the Company. In the event the Closing does not occur, shall authorize Custodian to promptly release any Notes submitted for DWAC Withdrawal will be returned to the applicable Seller DTC participant that submitted the Mortgage Asset File for such Purchased Assetwithdrawal 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 Buyer shall executethe prior receipt of the DWAC Withdrawal conforming with the aggregate principal amount of the Notes to be sold, acknowledge and deliver the Company hereby agrees to transfer by wire of immediately available funds to the related Seller, account of the undersigned at such Seller’s sole expense, any and a bank in the United States of America provided by the undersigned as Exhibit A to this Repurchase Agreement all documents, instruments and agreements necessary Consideration on the Notes 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 repurchased. If (a) the Underlying Obligor has paid Trustee is unable to locate the entire principal amount of the underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and DWAC Withdrawal or (b) such Seller makes the required prepayment 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 underlying Whole Loan Notes will be determined by the Company, in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release its sole discretion, which determination shall be without recourse final and binding. All authority herein conferred or agreed to Buyer and without representation or warranty by Buyer, except that Buyer be conferred in this Repurchase Agreement shall represent to survive the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment dissolution of the Repurchase Price therefor undersigned and any representation, warranty, undertaking and obligation of the undersigned hereunder shall be remitted to binding upon the applicable Seller. Notwithstanding the foregoingtrustees in bankruptcy, on or before the Facility Termination Datelegal representatives, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor successors 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 assigns of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementundersigned.

Repurchase. On If Phenomenal shall elect in its Election Notice to require the Applicable Shareholders to purchase all Phenomenal's Shares, the following provisions shall apply: (a) the price (the "Repurchase Price") to be paid to Phenomenal for the repurchase (the "Repurchase") of Phenomenal's Shares ("Repurchase Shares") shall be the offered price of the third party; (b) notwithstanding any provisions in this Section, the liability of each of the Applicable Shareholders to purchase the Repurchase Date for each Purchased Asset, Shares shall be joint and several; (c) Phenomenal shall sell with full title guarantee and the applicable Seller Applicable Shareholders shall transfer to Buyer purchase the Repurchase Price for such Purchased Asset Shares free from all encumbrance and together with all rights attaching thereto as at the date of the Election Notice including all dividends or distributions which may be paid, declared or made in respect thereof at any time on or after the date of the Election Notice; (d) without prejudice to Sub-Section (b),unless the Applicable Shareholders agreed otherwise, each of Applicable Shareholders shall purchase the same proportionate part of the Repurchase DateShares as the number of Shares held by each of the Applicable Shareholders bears to the aggregate number of Shares held by all the Applicable Shareholders; (e) completion shall take place at 12:00 noon on the twenty-first day after the date of the Election Notice or, and pay all amounts due to any Affiliated Hedge Counterparty under if that is not a bank business day, the related Interest Rate Protection Agreement first bank business day thereafter and, at such completion: (i) Phenomenal shall deliver to each of the Applicable Shareholders duly executed instruments of transfer in favor of each of the Applicable Shareholders the number of the Repurchase Shares determined by Section 4.6(d) above together with the share certificate therefor in the name of Phenomenal or its nominee; (ii) Phenomenal shall, so long far as no Event it lies within its power to do so, procure the resignation 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 Directors or directors on the Purchase Date thereofboard of directors of SWL, whereupon such Transaction Quality Prince, List Co or any of its subsidiaries nominated by it with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) effect from completion of the definition of “Repurchase Date”, settlement and each such person shall acknowledge under seal that he has no claim against List Co for whatsoever nature; (iii) the Applicable Shareholders and Phenomenal (so far as it lies within its power to do so) shall procure that a meeting of the Directors be held at which resolution shall be passed: (A) approving the transfer of the Repurchase Shares to each of the Applicable Shareholders and the registration by List Co of such transfer; (B) the resignations of all Directors nominated by Phenomenal being accepted; and (C) such persons as the Applicable Shareholders shall be appointed Directors with effect from completion of the Repurchase; (iv) the Applicable Shareholders shall jointly and severally: (A) pay or procure the payment to Phenomenal of the Repurchase Price and such amounts may occur up payable by the Applicable Shareholders by cashier's order or a banker's draft drawn on a duly licensed bank in Hong Kong; and (B) execute an instrument of transfer for the relevant Repurchase Shares; (f) Phenomenal shall warrant to the second Business Day after such Repurchase Date; provided, further, 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 Applicable Shareholders that: (i) Phenomenal is the legal and beneficial owner of the Repurchase Price therefor. So long Shares free from all encumbrances and together with all rights attaching thereto as no Event at the date of Default the Election Notice and has occurred the full power and is continuing, Buyer shall be deemed authority to have simultaneously released its security interest sell and transfer the entire beneficial interests in such Purchased Asset, shall authorize Custodian to promptly release the Repurchase Shares to the applicable Seller the Mortgage Asset File for such Purchased AssetApplicable Shareholders free from all encumbrances and together with all rights as aforesaid; and (ii) all stamp duties and other costs, expenses (including legal costs) 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due charges payable in connection with the relevant payoff sale and re-transfer of the Repurchase Shares under this Section 4.6 shall be paid directly to Buyer. The portion of all such net proceeds borne by the Applicable Shareholders and Phenomenal in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementequal shares.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) If the Underlying Obligor has paid Offering is consummated, Patina hereby agrees to purchase from SOCO, and SOCO agrees to sell to Patina, any Shares owned by SOCO at the entire principal amount time of the underlying Whole Loan and all other amounts due consummation of the Offering (the "Closing") that are not sold by SOCO to Seller under the related Purchased Asset Documents and underwriters at the Closing. (b) such Seller makes the required prepayment of the underlying Whole Loan in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before if 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 consummation of the underlying Whole Loan by Offering and the Underlying Obligor, unless one hundred percent (100%Repurchase would result in a Qualifying Termination Event specified in Section 2(a)(iv)(y) of the net proceeds due Stock Option Agreements, then Patina shall not purchase any shares subject to the options granted in connection with the relevant payoff Stock Option Agreements unless and until any Shares underlying options granted under the Stock Option Agreements have not been purchased upon exercise thereof, in which case Patina shall purchase all such Shares on the second business day following the expiration of such options. (c) Any Shares required to be repurchased by Patina pursuant to this Section 2 shall be paid directly repurchased for a purchase price equal to Buyer. The portion of all such net proceeds the public offering price in excess the Offering less underwriters' discounts and commissions, in each case as shown on the cover page of the then-current Repurchase Price final prospectus for the Offering, but without any deduction for expenses (the "Net Offering Price"). (d) Notwithstanding the foregoing, upon the occurrence of a First Reserve Funding Delay, then Patina shall not be required to purchase a number of Shares equal to the First Reserve Shares until the "Fund VII Amount" (as defined in the Stock Purchase Agreement) is funded by First Reserve Fund VII, Limited Partnership ("First Reserve") and Patina shall pay as additional consideration for the First Reserve Shares interest on the Fund VII Amount based upon the Applicable Rate, with interest accruing from the Closing Date until the receipt by SOCO of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementFund VII Amount.

Repurchase. On a. Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, the applicable Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. If any Purchased Asset is repurchased on any date other than the Reset Date for such Transaction, and the Sellers shall pay all amounts due to the Buyer any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long Breakage Costs (as defined below) relating thereto. b. Provided that no Default or Event of Default has shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to such Seller such release its ownership interest hereunder in the Purchased AssetAssets (including, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with Repurchase Assets related thereto) at the request of Sellers. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset shall terminate; providedor Mezzanine Loan has been paid in full or part, however, that, with (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, any Repurchase Date that occurs Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets or Mezzanine Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. d. The Sellers may voluntarily repurchase Purchased Mortgage Loans or request a Purchase Price Decrease without penalty or premium on any Business Day. If the second Sellers intends to make such a repurchase or Purchase Price Decrease, the Sellers shall give two (2) Business Days’ prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased or Mezzanine Loans to be reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the maturity 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 Sellers repurchase, 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 defined under determined at the related Purchased Asset Documents with respect to such Purchased Assettime the Buyer locked in the rate of LIBOR) for such Purchased Asset Assets, the Sellers shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by reason of clause (d) the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the definition of applicable LIBOR Period (“Repurchase DateBreakage Costs”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that ). The 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, Sellers a statement setting forth the amount and basis of determination of any and all documents, instruments and agreements necessary to release all security interests Breakage Costs in such Purchased Assetdetail as determined in good faith by the Buyer to be adequate, includingit being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Sellers, absent manifest error. f. ▇▇▇▇▇▇▇ may at any time, and from time to time, effectuate a decrease in Purchase Price (a “Purchase Price Reduction”) by sending a Transaction Request to the extent any UCC financing statement filed against Buyer at least one (1) Business Day prior to the date that the Sellers intend to effectuate such Seller specifically identifies such Purchased AssetPurchase Price Reduction, an amendment thereto or termination thereof evidencing specifying the release date 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 the Purchase Price Reduction (a “Purchase Price Reduction Date”). The Purchase Price Reduction amount shall be required to release the Mortgage Asset File relating to a Purchased Asset due 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 payable in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder cash on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerReduction Date specified therein. 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 any Purchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere Reduction must be in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller canamount not repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementless than $1,000,000.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 Date and, so long as no Event of Default or unsatisfied Margin Deficit for which Buyer has made a Margin Call has occurred and is continuingcontinuing (unless the repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit subject to a Margin Call, as applicable, in all respects and otherwise meets the requirements of this Agreement), Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 hereunderand no Margin Deficit for which Buyer has made a Margin Call that is due and payable remains unpaid, upon receipt by 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 Repurchase Price and all other amounts due and owing to Seller Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the related receipt of the Repurchase Price for a Purchased Asset Documents and (b) such Seller makes on the required prepayment Repurchase Date therefor, the security interest of the underlying Whole Loan Buyer in respect of such Purchased Asset hereunder in accordance with Section 5.02shall 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 the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by BuyerB▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 continuance of an unsatisfied Margin Deficit for which Buyer has made a Margin Call, or an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying ObligorObligor or a sale of such Purchased Asset, unless if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit for which Buyer has made a Margin Call, if any, provided that Seller shall be paid directly have the right to Buyerrepurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit subject to a Margin Call, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer Buyer, as determined in its discretion, under this Agreement.

Repurchase. On Upon the Repurchase Date for occurrence of a DTV Sale Event, each Purchased AssetHolder 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 applicable Seller shall transfer "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 Buyer each Holder with a copy to the Repurchase Price for Trustee stating (i) that a DTV Sale Event has occurred and that such Purchased Asset as 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 pay all amounts due 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 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 have a Note purchased pursuant to such Seller offer must notify the Company of his intention to exercise such Purchased Asset, along with all rights validly transferred to Buyer by such Seller right no later than 12:00 noon New York City Time on the Purchase fifth New York Business day preceding the Repurchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, thatby surrendering the Note, with respect the form entitled "Option of Holder to any Repurchase Date that occurs Elect Purchase" on the second reverse side of the Note completed, to the Paying Agent at the address specified in the notice and (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third New York Business Day prior to the maturity date (as defined under Repurchase Date, a facsimile transmission or letter setting forth the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) name of the definition of “Repurchase Date”Holder, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased. ▇▇▇▇▇▇ shall comply with all other amounts due to Seller under the related Purchased Asset Documents applicable federal and (b) such Seller makes the required prepayment of the underlying Whole Loan state securities laws in respect of such Purchased Asset hereunder in accordance connection with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset each DTV Sale Notice sent in connection with a full payoff repurchase under the circumstances described above. On or before the Repurchase Date, the Company shall (i) accept for payment Notes tendered pursuant to the DTV Sale Event offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes so tendered and (iii) deliver to the underlying Whole Loan Paying Agent Notes so accepted together with an Officers' Certificate stating the Notes are being purchased by the Underlying ObligorCompany. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price. If any Holder has withdrawn their election, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff their notes shall be paid directly promptly mailed by the Paying Agent to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementHolder thereof.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 (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 transfer to such Seller such resell, Purchased Asset, along with all rights validly transferred Assets without penalty or premium on any Business Day by delivering to Buyer by written notice. If Seller intends to make such a repurchase, Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Assets to be repurchased. If such notice is given and not subsequently revoked, the amount specified in such notice shall be due and payable on the Purchase Date thereofdate specified therein, whereupon and, on receipt, such Transaction with respect amount shall be applied to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts for the designated Purchased Assets. Any repurchase of a Purchased Asset may occur up to simultaneously with a sale of the second Business Day after such Repurchase Date; provided, further, 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 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 shall be deemed has received the Repurchase Price in full upon repurchase with respect to have simultaneously released any Purchased Asset, Buyer agrees to release its security ownership interest hereunder in such Purchased Asset (including the Repurchase Assets related thereto) pursuant to a release letter substantially in a form agreed upon by the parties; provided that, in the event of a partial remittance of the Repurchase Price without a request for repurchase, such payment will be applied as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis to the Repurchase Price of all Purchased Assets. (iii) With respect to Principal Payments (other than such payments of the type set forth in clause (i) of the definition of “Principal Payments”) of a Purchased Asset, shall authorize Custodian Seller agrees to promptly release to (A) comply with Section 8 of this Agreement, (B) provide Buyer a notice specifying any applicable Purchased Asset that has been prepaid or defeased in accordance with the terms of the applicable Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute(C) in the case of defeasance, acknowledge and deliver to the related Seller, at Custodian the defeasance collateral and upon such Seller’s sole expense, any and all documents, instruments and agreements necessary to release all security interests in such Purchased Asset, including, to delivery 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 Custodian shall be required permitted to physically release the Mortgage Asset File relating and transfer to a Purchased Asset and execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, Servicer 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 collateral previously pledged to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment of the underlying Whole Loan secure payments in respect of such the Purchased Asset hereunder in accordance with Section 5.02that was defeased. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all ownership interest in 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 which have been prepaid or defeased in any Repurchase Document, at any time during the existence full shall automatically be released after receipt of an uncured Default or Event evidence of Default, the related Seller cannot repurchase a Purchased Asset in connection compliance with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent clauses (100%A) through (C) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementimmediately preceding sentence.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit subject to a Margin Call exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such 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) to promptly release to Seller (or its designee) the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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, Buyer except that Buyer shall hereby be deemed to 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 Datehereunder, that Buyer is ▇▇▇▇▇ was 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 Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets 165607677_2 no later than the Facility Termination Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On If Seller is obligated to indemnify Purchaser with respect to an Indemnified Event under Section 8.2 relating to a Mortgage Loan, and as a result Purchaser is required by applicable Mortgage Loan Requirements to repurchase such Mortgage Loans out of the 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) and 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 Date Price, and shall be paid within fifteen (15) days following receipt from Purchaser of written demand therefor. In addition, Seller shall reimburse Purchaser for each Purchased Asset, 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 transfer forward to Buyer the Repurchase Price for Seller all Mortgage Escrow Accounts, Servicing Files, servicing records and other documents relating to such Purchased Asset repurchased Mortgage Loan or Servicing Rights. If, as of the Repurchase Final GNMA Transfer 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 Purchaser 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, not received a GNMA Consent with respect to any Repurchase Date that occurs on Pool, at Purchaser's election to be exercised by written notice to Seller within 30 days after the second Business Day prior 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 maturity date (as defined under Mortgage Loans that are preventing the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) initial final certification or recertification of the definition of “Repurchase Date”, settlement of the payment of affected Pools. The purchase price for any Servicing Rights repurchased from Purchaser hereunder shall equal the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 AssetPrice, 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyerwithin fifteen (15) days following receipt from Purchaser of written demand therefor. The portion of all such net proceeds in excess Immediately upon completion of the then-current Repurchase Price repurchase of the related Purchased Asset such Servicing Rights by Seller, Purchaser shall be applied by Buyer assign to reduce any Seller all of its rights, title and interest in and to such Mortgage Loans and Servicing Rights and shall forward to Seller all Mortgage Escrow Accounts, Custodian Files, Servicing Files and other amounts due and payable documents relating to Buyer under this Agreementsuch repurchased Servicing Rights.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) Subject to the Underlying Obligor has paid the entire principal amount satisfaction of the underlying Whole Loan 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 other amounts due to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment Underwriters from all 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 Selling Stockholders pursuant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerUnderwriting Agreement. Notwithstanding the foregoing, on or before in the Facility Termination Dateevent that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $400 million, the applicable Seller aggregate number of Repurchase Shares shall repurchase all Purchased Assets be reduced to be equal to (i) $400 million divided by paying to Buyer (ii) the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision Per Share Purchase Price, rounded down 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 nearest whole share. (b) The obligation of the underlying Whole Loan Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Underlying ObligorCompany and the Representatives, unless one hundred percent (100%) on behalf of the net 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 a form reasonably acceptable to the Special Committee, from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. stating to the effect that the Per Share Purchase Price to be paid by the Company to the Underwriters for the Repurchase Shares pursuant to this 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 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 as 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, and the total par value of the issued capital stock of the Company; and (vi) the closing of the Refinancing (which the Company will use commercially reasonable efforts to consummate) and the authorization and approval of the Special Committee to use a portion of the proceeds due from the Refinancing for the Repurchase. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with or after the closing of the Refinancing and simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, or at such other time and place as may be agreed upon by the Company and the Representatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Representatives, with any transfer taxes payable in connection with the relevant payoff sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be paid directly made against delivery to Buyer. The portion of all such net proceeds in excess the Company of the then-current Repurchase Price Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the related Purchased Asset shall be applied by Buyer to reduce any other amounts due Company and payable to Buyer under this Agreementthe Representatives.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 Date and, so long as no Event of Default has occurred and is continuingcontinuing (unless the repurchase of such Purchased Asset would cure such Event of Default and otherwise meets the requirements of this Agreement), Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Default or Event of Default has occurred and is continuing, upon receipt by Buyer shall be deemed of the Repurchase Price and all other amounts due and owing to have simultaneously released 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 AssetAsset shall be released, and Buyer shall authorize Custodian to promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, Buyer shall, at Seller’s sole cost and expense, deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein; 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 completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by BuyerB▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 continuance of an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying ObligorObligor or a sale of such Purchased Asset, unless if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff sale of such Purchased Asset, provided that Seller shall be paid directly have the right to Buyerrepurchase any Purchased Asset under this Section 3.05 if such repurchase would cure or satisfy the related Default or Event of Default. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset (such excess including, for avoidance of doubt, any Release Amount due under clause (e) of the definition of Repurchase Price) shall be applied by Buyer to reduce any other amounts due and payable to Buyer Buyer, as determined in its discretion, under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of Buyer shall have received payment in full of the Repurchase Price therefor. Any Release Amount which is paid by Seller as part of the Repurchase Price shall be applied by Buyer pursuant to clause sixth of Section 5.01 to reduce the outstanding Purchase Price of the remaining Purchased Assets as determined by Buyer in its discretion. 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.-42- LEGAL02/38049601v7

Repurchase. (a) On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetDocuments) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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, 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 created by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity Date, the applicable Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding . (b) In addition to any provision to the contrary contained elsewhere in and all other rights and remedies of Buyer under any Repurchase Document, at Seller shall, in accordance with the procedures set forth in Section 3.04 and this Section 3.05, promptly repurchase any time during Purchased Asset(s) contributing to the existence of an uncured Default or Event of DefaultDefaulted Asset Concentration Limit breach as determined by Buyer in its sole discretion, such that after such repurchase, the related Seller cannot repurchase a Purchased Defaulted Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementConcentration Limit breach no longer exists.

Repurchase. On (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 Date for each Purchased Assetand the Interest Waiver, the applicable Seller shall transfer aggregate principal amount of Loans held, and the accrued and unpaid interest owed, to Buyer each Consenting Lender is as set forth in Annex D hereto. (c) Each Consenting Lender hereby agrees that in the Repurchase Price for such Purchased Asset as of event any Prepayment Premium is payable to the Repurchase Lenders following the Second Amendment Effective Date, such Consenting Lender shall, immediately upon receipt, return to the Borrower all or a portion, as applicable, of its pro rata share of such Prepayment Premium in an amount equal to such Lender’s Second Amendment Specified Amount (or, if less, 100% of such Consenting Lender’s pro rata share of such Prepayment Premium); provided the Borrower and the Consenting Lenders hereby agree that to give effect to the foregoing, the Borrower may elect to pay all amounts due to any Affiliated Hedge Counterparty under Consenting Lender the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer “net” amount owed to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior Consenting Lender after giving effect to the maturity date return of funds contemplated by this clause (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause c). (d) Immediately, automatically and permanently upon the consummation of the definition of “Repurchase Date”Loan Repurchase, settlement of the payment of the Repurchase Price and such amounts may occur up Loans assigned pursuant to the second Business Day after such Loan Repurchase Date; provided, further, that Buyer shall have are deemed cancelled and of no obligation further force and effect. (e) The Consenting Lenders and the Borrower hereby direct the Administrative Agent to transfer make appropriate recordations in the register to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of reflect 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 transactions contemplated by clauses (a) through (d) upon the Underlying Obligor has paid the entire principal amount consummation 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtransaction.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable a. Seller shall transfer repurchase the related Purchased Assets from Administrative Agent for the benefit of Buyers on each related Repurchase Date. Such obligation to Buyer repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset 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 Assets and related Asset Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as . b. Provided that no Event of Default has shall have occurred and is continuing, Buyer and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller be paid on the Purchase Date thereofnext succeeding Price Differential Payment Date) upon repurchase of the Purchased Assets, whereupon Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Assets (and the Repurchase Assets related thereto) at the request of Seller. The Purchased Assets (and the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers, and the Administrative Agent shall execute and deliver such Transaction terminations and releases as the Seller may reasonably request to evidence the foregoing. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, ▇▇▇▇▇▇ agrees to promptly remit (or cause to be remitted) to Administrative Agent for the benefit of Buyers the Repurchase Price with respect to such Purchased Mortgage Loan. Administrative Agent and Buyers agree to release their respective interests in Purchased Mortgage Loans which have been prepaid LEGAL02/43092007v4 in full after receipt of evidence of compliance with the immediately preceding sentence. c. Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Asset Value on account of the related GNMA EBO shall terminate; provided, however, that, with respect be decreased to any Repurchase Date that occurs on the second Business Day zero and Seller shall immediately repurchase such GNMA EBO prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) conversion of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 GNMA EBO 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementreal estate owned property.

Repurchase. On (a) At any time when the Repurchase Date for each Purchased AssetOption is exercisable pursuant to Section 3(a) hereof, at the request of the Holder, the applicable Seller Company (or any successor entity thereof) shall repurchase the Option (or any portion thereof) from the Holder together with any Company Common Shares purchased by the Holder pursuant thereto which the Holder then beneficially owns and has requested that the Company repurchase, at a price per share equal to the higher of (x) the highest price per share at which a tender or exchange offer has been made for Company Common Shares following the date hereof or (y) the highest closing price per share of Company Common Shares as reported by the NYSE Composite Tape for any day following the date on which an Acquisition Proposal shall have been made, less in the case of each Option Share, the Option Price. (b) In the event Holder exercises its rights under this Section 8, the Company shall, within 10 business days thereafter, pay the required amount to Holder by wire transfer of immediately available funds to Buyer an account designated by Holder and Holder shall surrender to the Repurchase Price for such Purchased Asset as of Company the Repurchase Date, Option and pay all amounts due to any Affiliated Hedge Counterparty under certificates evidencing 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 Company Common Shares purchased thereunder with respect to which Holder then has beneficial ownership. (c) The period for exercise of the rights provided under this Section 8 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such Purchased Asset shall terminaterights, for the expiration of all statutory waiting periods, and to the extent required to obtain any required stockholder approval or until such stockholder approval is no longer required pursuant to the Company's certificate of incorporation; providedand (ii) to the extent necessary to avoid liability under Section 16(b) of the Exchange Act by reason of such exercise. (d) If within 12 months after the date the Merger Agreement was terminated pursuant to the terms thereof, howeverneither the Holder nor any other person has acquired more than fifty percent of the issued and outstanding Company Common Shares, thatthe Company will then have the right to purchase (the "Repurchase Right") all, with respect to any Repurchase Date that occurs but not less than all, of the Company Common Shares acquired upon exercise of this Option of which the Holder is the beneficial owner on the second Business Day date the Company gives written notice of its intention to exercise the Repurchase Right, at a price per share equal to the greater of the Option Price or the average of the closing price per Company Common Share on the NYSE Composite Tape for the five consecutive trading days ending on and including the trading date immediately prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 consummation of such Purchased Asset from Buyer’s security interest therein; provided, however, that whether or not an Event repurchase 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementCompany Common Shares.

Repurchase. (a) On the Repurchase Date for each Purchased AssetAsset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), the applicable 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 pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, (unless the repurchase of such Purchased Asset cures such monetary or material non-monetary Default or such Event of Default or unless such repurchase is as a result of a repayment of the Purchased Asset in full by the Underlying Obligor) Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on Asset whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 monetary or material non-monetary Default or any 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 Custodian, in CHAR1\1716309v16 accordance with the terms of the Custodial Agreement, to promptly release to the applicable Seller the Mortgage Asset File Loan Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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. 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 the manner and order specified in the proviso to the definition of Release Amount. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer or depositing into the Waterfall Account, as applicable, the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision . (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 contained elsewhere contrary, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing and Buyer has received the full Repurchase Price owed in connection with such Purchased Asset (including any Exit Fee and Release Amount), Buyer shall remit to Seller promptly (and, in any event, within five (5) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Document, at Price for the Purchased Asset being repaid. (c) At any time during the existence of an uncured a monetary or material non-monetary Default or any Event of DefaultDefault or any unsatisfied Margin Call, the related Seller cannot shall be permitted to repurchase a Purchased Asset and obtain the release thereof only if Seller satisfies the conditions of the Repurchase Documents in connection with a full payoff of therewith and the underlying Whole Loan by the Underlying Obligor, unless one hundred percent Repurchase Price (100%including any Release Amount) of the net proceeds due in connection with the relevant payoff shall be for such Purchased Asset is paid directly to Buyer. The portion of all such net proceeds , and the Excess Amount paid by Seller in excess of the then-current Repurchase Price of the related Purchased Asset connection therewith shall be applied by Buyer to reduce any other amounts due the outstanding Repurchase Obligations in accordance with and payable subject to the provisos to the definition of Release Amount (d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer under this Agreementon the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.

Repurchase. On The Company shall have the right, within six months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the units of Stapled Securities delivered in settlement of the Restricted Stock Units (and any Common Stock or other securities issued in respect, or pursuant to the terms, thereof), at a price equal to the Fair Market Value thereof, measured as of the date of Participant’s termination of Service, (the “Repurchase Date for each Purchased Asset, Price”). The Repurchase Price shall be paid to Participant at the applicable Seller closing of the repurchase in a lump sum. The Company shall transfer to Buyer pay the Repurchase Price for such Purchased Asset as by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the Repurchase Datecertificates or other instruments, and pay all amounts due to any Affiliated Hedge Counterparty under if any, representing the related Interest Rate Protection Agreement andunits of Stapled Securities, shares of Common Stock or other securities so long as no Event of Default has occurred and is continuingpurchased, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Sellerduly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness, then any applicable Repurchase Price payments otherwise due during such period of prohibition or restriction will be paid by the Company as soon as reasonably practicable following the date that no such prohibitions or restrictions apply. [Within three days of being notified by the Company of the Repurchase Price, Participant may request that the Company provide Participant with written calculations and backup data setting forth how the Fair Market Value was determined for the purposes of calculating the Repurchase Price. Within ten days of receiving the Company’s written calculations, Participant may provide the Committee with a written objection to such calculations. The Committee and Participant shall, for a period of ten days from the date of Participant’s written objection, negotiate in good faith to determine the appropriate calculations (the “Negotiation Period”). If by the end of the Negotiation Period the Committee and Participant are unable to agree, Participant and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable to Participant and the Committee (or, if the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, then Participant and the Committee will each select an appraiser within ten days following the end of the Negotiation Period, which two appraisers will, within 15 days following the end of the Negotiation Period, select a third appraiser) (such retained or before the Facility Termination Dateselected appraiser, the applicable Seller shall repurchase all Purchased Assets by paying “Joint Appraiser”)) to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsresolve such dispute. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase DocumentThe Joint Appraiser shall, at any time during the existence of an uncured Default or Event of Defaultwithin 30 days following its appointment, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff deliver its determination of the underlying Whole Loan applicable valuation and the determinations made by the Underlying Obligor, unless one hundred percent (100%) 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 net proceeds Code, any payment or action otherwise due or required in connection with the relevant payoff Restricted Stock Units shall be paid directly delayed, and shall not be due or required, until at least five days following the final determination of any dispute pursuant to Buyer. The portion this paragraph.]1 Upon and following the occurrence of all such net proceeds an IPO, the Company’s right to repurchase units of Stapled Securities or shares of Common Stock delivered in excess settlement of the then-current Repurchase Price of the related Purchased Asset Restricted Stock Units pursuant to this Section 5 shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementof no force or effect.

Repurchase. On 8.7.1 To the Repurchase Date for each Purchased Assetextent that the Applicant is required or permitted to repurchase any Accounts Receivable hereunder, despite the fact that these Accounts Receivable may have already been assigned and transferred to Minsheng Bank, the applicable Seller Applicant shall transfer to Buyer repurchase the Repurchase Price for such Purchased Asset as portion of the Repurchase Date, and pay all amounts due to Accepted Accounts Receivable that have not been repaid by virtue of payments received by Minsheng Bank from the Accounts Receivable. Regardless whether there are 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, defects with respect to any Repurchase Date of these Accounts Receivable, the repurchase price shall be the face value of the portion of the Accepted Accounts Receivable subject to such repurchase, plus any other payments due and payable. If the repurchase date is later than the relevant payment date hereunder, the aggregate repurchase price shall be the face value of the Accepted Accounts Receivable subject to such repurchase, plus any other payments due and payable, and the Interest for the period between the payment date and the repurchase date at the default Interest rate. 8.7.2 With respect to each Quota, if the Applicant has fully performed its obligations under Section 8.7.1, Minsheng Bank shall (i) return all the Accounts Receivable under such Quota that occurs on the second Business Day prior have not been paid by Debtors to the maturity date Applicant and (as defined under the related Purchased Asset Documents ii) return any amount paid by Debtors with respect to any Recorded Accounts Receivable relating to such Purchased Asset) for such Purchased Asset by reason of clause Quota (d) where there has been a currency exchange, the amount shall be in the currency and of the definition of “Repurchase Date”amount after such currency exchange) together with any Interest for the period when the amount has remained in deposit with Minsheng Bank. If notices or other documents need be delivered to Debtors, settlement of Minsheng Bank shall cooperate with the Applicant in that regard; provided that the Applicant shall bear all the related costs and expenses. 8.7.3 Prior to the payment of date (excluding any grace period) hereunder, the Repurchase Price and such amounts Applicant may occur up repurchase the Accounts Receivable that have been assigned and/or transferred to Minsheng Bank; provided that the second Business Day after such Repurchase Date; provided, further, that Buyer Applicant shall have no obligation delivered a written notice to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment Minsheng Bank at least five Business Days before the specified repurchase date and that Minsheng Bank shall have confirmed in full of writing before the Repurchase Price thereforrepurchase date. So long as no Event of Default has occurred and is continuing, Buyer Any repurchase hereunder 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 conducted in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer Sections 8.7.1 and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder 8.7.2 above on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementdate.

Repurchase. On It is understood and agreed that the Repurchase Date for each Purchased Assetrepresentations and warranties set forth in Section 3.01 shall survive the sale of the Loans to Purchaser and the receipt of the applicable Loan Documents to Purchaser and shall inure to the benefit of Purchaser. Upon discovery by either Seller or Purchaser of a breach of any of the foregoing representations and warranties which adversely affects the collectability of the Loans or the title of Purchaser, or the value of the Loans to the Purchaser, the Party discovering such breach shall give prompt written notice of such breach to the other. Seller shall, at Purchaser's option to be exercised by prompt written notice to Seller, repurchase such Loan at the applicable Repurchase Price within five (5) Business Days of the date of such written notice. In addition, Seller shall transfer to Buyer repurchase at the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction Loan with respect to which the obligor fails to make the first Monthly Payment due to Purchaser following the Closing Date within thirty (30) days from the Due Date thereof. Upon receipt of such Purchased Asset Repurchase Price, Purchaser shall terminate; providedtransfer its interest in the applicable repurchased Loan to Seller on an “AS-IS,” “WHERE-IS” basis, however, that, without any representations or warranties or recourse other than with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect Purchaser’s clear and marketable title to such Purchased Asset) for such Purchased Asset by reason of clause Loan (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price which representation 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 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 warranty 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 Assetmade solely upon an assumption that, 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 that, the Seller conveyed clear and marketable title to such Loan to such Purchaser on the Closing Date). At the time of repurchase, Purchaser and Seller shall arrange for the reassignment of the Loan to Seller, and delivery to Seller of 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 Loan Documents held by Purchaser 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 5.02Loan. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase bear the expense of 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due filing and/or recording fees in connection with the relevant payoff filing or recording of any such assignments and other documents relating to each such repurchased Loan. Any payment by Seller pursuant to this Section 3.02 shall be paid directly made by the wire transfer of immediately available funds to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied bank account designated by Buyer to reduce any other amounts due and payable to Buyer under this AgreementPurchaser.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date - 50- (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Mandatory Repurchase or unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, 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 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 promptly release to Seller (or its designee) the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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, Buyer except that Buyer shall hereby be deemed to 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 Datehereunder, that Buyer is ▇▇▇▇▇ was the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.such

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) Subject to the Underlying Obligor has paid the entire principal amount satisfaction of the underlying Whole Loan 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 other amounts due to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment Underwriters from all 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 Selling Stockholders pursuant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerUnderwriting Agreement. Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $[•] million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $[•] million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the terms of the Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of Repurchase Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; and (iii) the receipt on or before the Facility Termination Datedate of this Agreement and at closing by the Company of surplus and solvency opinions, 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 in form substantially similar to the contrary contained elsewhere in any Repurchase Documentform previously provided to the Representatives, at any time during from Duff & ▇▇▇▇▇▇, LLC stating that (a) the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff fair value of the underlying Whole Loan assets of the Company on a consolidated basis will exceed the liabilities of the Company on a consolidated basis; (b) the Company should 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 as management of the Company has indicated that it intends to engage following the consummation of the Repurchase and the Public Offering; and (d) the fair value of the assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, and the total capital. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇▇ LLP, counsel for the Underwriters, or at such other time and place as may be agreed upon by the Underlying ObligorCompany and the Representatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Representatives, unless one hundred percent (100%) of the net proceeds due with any transfer taxes payable in connection with the relevant payoff sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be paid directly made against delivery to Buyer. The portion of all such net proceeds in excess the Company of the then-current Repurchase Price Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the related Purchased Asset shall be applied by Buyer to reduce any other amounts due Company and payable to Buyer under this Agreementthe Representatives.

Repurchase. On The Company shall have the right, within six months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of Participant’s vested and non-forfeited Restricted Shares (and any Common Stock or other securities issued in respect, or pursuant to the terms, thereof) then held by Participant, at a price per share equal to the Fair Market Value thereof, measured as of the date of Participant’s termination of Service, (the “Repurchase Date for each Purchased Asset, Price”). The Repurchase Price shall be paid to Participant at the applicable Seller closing of the repurchase in a lump sum. The Company shall transfer to Buyer pay the Repurchase Price for such Purchased Asset as by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the Repurchase Datecertificates or other instruments, and pay all amounts due to any Affiliated Hedge Counterparty under if any, representing the related Interest Rate Protection Agreement andRestricted Shares so purchased, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Sellerduly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness, then any applicable Repurchase Price payments otherwise due during such period of prohibition or restriction will be paid by the Company as soon as reasonably practicable following the date that no such prohibitions or restrictions apply. [Within three days of being notified by the Company of the Repurchase Price, Participant may request that the Company provide Participant with written calculations and backup data setting forth how the Fair Market Value was determined for the purposes of calculating the Repurchase Price. Within ten days of receiving the Company’s written calculations, Participant may provide the Committee with a written objection to such calculations. The Committee and Participant shall, for a period of ten days from the date of Participant’s written objection, negotiate in good faith to determine the appropriate calculations (the “Negotiation Period”). If by the end of the Negotiation Period the Committee and Participant are unable to agree Participant and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable to Participant and the Committee (or, if the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, then Participant and the Committee will each select an appraiser within ten days following the end of the Negotiation Period, which two appraisers will, within 15 days following the end of the Negotiation Period, select a third appraiser) (such retained or before the Facility Termination Dateselected appraiser, the applicable Seller shall repurchase all Purchased Assets by paying “Joint Appraiser”)) to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsresolve such dispute. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase DocumentThe Joint Appraiser shall, at any time during the existence of an uncured Default or Event of Defaultwithin 30 days following its appointment, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff deliver its determination of the underlying Whole Loan applicable valuation and the determinations made by the Underlying Obligor, unless one hundred percent (100%) 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 net proceeds Code, any payment or action otherwise due or required in connection with the relevant payoff Restricted Shares shall be paid directly delayed, and shall not be due or required, until at least five days following the final determination of any dispute pursuant to Buyer. The portion this paragraph.]4 Upon and following the occurrence of all such net proceeds in excess of an IPO, the then-current Repurchase Price of the related Purchased Asset Company’s right to repurchase Restricted Shares pursuant to this Section 4 shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementof no force or effect.

Repurchase. On 5.1 The parties agree that Party A has the right to require Party B repurchasing the shares of Party D held by Party A in whole or in part by a written notice at any time within two years from the expiry of the Lock-up Period (i.e. thirty-six months upon the Closing). Once Party A raises the repurchase requirement, Party B must perform the obligation of repurchase. Each time when Party A exercises the right of repurchase, Party A shall send a written notice to Party B, specifying the number of the shares of Party D to be repurchased and the repurchase price. Party A has the right to require Party B accepting the shares of Party D held by Party A in the number so notified at the price calculated in accordance with the following Clause 5.2 by notice once or several times subject to the satisfaction of the repurchase conditions agreed herein. 5.2 Party B shall pay the repurchase price in US$. Party B shall make notifications to and go through relevant registration, filing and examination and approval formalities with the competent foreign exchange administration authorities and banks in advance. The repurchase price payable by Party B shall be the higher of the Annualized Return Repurchase Date for each Purchased AssetPrice and the Market Value Repurchase Price. 5.3 In addition to paying the repurchase price to Party A, Party B shall also assume any and all the fees incurred due to the Share Repurchase (including but not limited to the fees incurred due to the employment of any intermediary, third party or staff and the administrative fees, taxes and charges paid to the competent governmental administrative authorities or agencies, but excluding the taxes and charges incurred and paid to the competent Taxation authorities of the PRC by Party A). 5.4 If the shares to be repurchased must be evaluated according to the mandatory rules under the laws of the PRC, the applicable Seller parties agree to appoint an evaluation institution recognized by the state-owned assets supervision and administration authority of Chongqing and designated by Party A to evaluate the shares (subject to the reference date and methods of evaluation determined by Party A). If the evaluated price is higher than the repurchase price agreed herein, the parties shall transfer to Buyer separately determine the Repurchase Price repurchase price and methods through negotiations. 5.5 Party B and Party D shall conclude all of such documents as may be necessary for such Purchased Asset as the completion of the Share Repurchase Date(including but not limited to procuring the authorized authorities of the parties to pass resolutions approving the Share Repurchase; executing share transfer agreements; and executing the amended articles of association) within 15 working days from the date of the written repurchase notice issued by Party A, and complete all the examination and registration formalities within 12 months from the date of the written repurchase notice issued by Party A (the “Transition Period”), and, during the Transition Period, Party B shall pay all the payable repurchase price and the occupation cost incurred by Party B with respect to the repurchase price during the Transition Period to Party A. The calculation method of the occupation cost is as follows: the interest accrued on the payable repurchase price at the annualized interest rate of 10% from the next day after Party A issues the written notice to the date when Party B actually makes the payment before the expiry of the Transition Period. In case of any outstanding amount upon the expiry of the Transition Period, Party B shall also pay the liquidated damages at 0.1% of the outstanding amount per day. 5.6 For the avoidance of doubts, notwithstanding the foregoing, Party A may also select to retain its shares in Party D without requiring Party B repurchasing the same within two years from the expiry of the Lock-up Period. 5.7 Party C and Party D are severally and jointly liable to guarantee the payment of all the amounts payable by Party B when Party A requires Party B repurchasing the shares. 5.8 In case of any event stipulated in Clause 6.1 hereof, Party A has the right to require Party B early repurchasing the shares held by Party C and paying all the payable amounts regardless of the rules hereof on the Lock-up Period of 36 months. 5.9 Notwithstanding anything to the contrary, Party B shall redeem all the shares of Party D held by Party A and pay all the payable amounts due to any Affiliated Hedge Counterparty under Party A before the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) expiry of the definition of “Repurchase Date”, settlement exit period (two years from the expiration of the payment Lock-up Period), and the agreements in Clause 5.5 shall not violate the agreements in this clause, except for the circumstances stipulated in the above Clause 5.6. 5.10 If Party A still holds the shares of Party D upon two years from the expiry of the Repurchase Price and such amounts Lock-up Period, Party B may occur up repurchase all the shares of Party D then held by Party A by a written notice to the second Business Day after such Repurchase Date; provided, further, 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 Party A. The repurchase price 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan separately determined by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementparties through negotiations.

Repurchase. On 1. Within ninety (90) days after the Repurchase Date for each Purchased AssetConversion Date, if Purchaser determines that any of the applicable Seller shall transfer Accounts to Buyer the Repurchase Price for such Purchased Asset be Sold that were sold to Purchaser should have been deemed to be an Ineligible Account as of the Repurchase Closing Date, Purchaser shall so notify Seller and pay Seller shall repurchase the Ineligible Account(s) by paying to Purchaser, a purchase price equal to the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the repurchase date, plus all amounts due debits and less any credit properly posted to any Affiliated Hedge Counterparty under such Account pursuant to the related Interest Rate Protection terms of the Cardholder Agreement as of the repurchase date, minus the revenue Purchaser collected on such Ineligible Account(s) and, so long as at Purchaser’s discretion, the Premium for such Ineligible Account(s). Failure by Purchaser to identify within such ninety (90) days any Accounts to be Sold to be repurchased hereunder shall result in forfeiture of Purchaser’s right to require Seller to repurchase hereunder. 2. By no Event later than the Closing Date, Seller shall provide Purchaser with a list of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased AssetAccounts that have credit limits or balances that exceed $50,000, along with all rights validly transferred the required financial documents pursuant to Buyer by such Seller Section II.F. Purchaser will apply Purchaser’s established underwriting criteria to the Accounts based on the Purchase Date thereoffinancial reports Seller provides to Purchaser. If Purchaser does not approve the Account(s), whereupon Seller shall execute a separate Full Recourse Agreement on each Account, and the Account(s) will then become Full Recourse Account(s). If Purchaser has purchased such Transaction with respect Accounts and Seller fails to such Purchased Asset shall terminate; provided, however, that, execute any Full Recourse Agreement with respect to any Repurchase Date that occurs such Account, Seller, on Purchaser’s written demand for repurchase, shall repay to Purchaser the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the second Business Day Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the maturity date (repurchase date, plus all debits and less any credit properly posted to such Account pursuant to the terms of the Cardholder Agreement as defined under of the related Purchased Asset Documents repurchase date, minus the revenue Purchaser collected on such Account(s), and, at Purchaser’s discretion, the Premium for said Accounts. 3. By no later than the Closing Date, Seller shall provide Purchaser with a list of Secured Accounts. Seller shall execute a separate Full Recourse Agreement on each Secured Account, and the Secured Account(s) will then become Full Recourse Account(s). If Purchaser has purchased such Secured Accounts and Seller fails to execute any Full Recourse Agreement with respect to any such Purchased Asset) Secured Account, Seller, on Purchaser’s written demand for such Purchased Asset repurchase, shall repay to Purchaser the principal balance, which means the net amount, including interest, fees, and any other charges owing by reason a Cardholder to Purchaser on the Cardholder’s Secured Account, of clause (d) any credit balance in favor of the definition Cardholder, and less disputed items as recorded in the periodic statement of “Repurchase Date”such Secured Account most recently rendered prior to the repurchase date, settlement plus all debits and less any credit properly posted to such Secured Account pursuant to the terms of the payment Cardholder Agreement as of the Repurchase Price and repurchase date, minus the revenue Purchaser collected on such amounts may occur up Secured Account(s), and, at Purchaser’s discretion, the Premium for said Secured Accounts. 4. Payments pursuant to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation repurchase obligations set forth in Sections II.C.1. to transfer to such Seller3. above, or release any interest inpursuant to Section VI.C., 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 Assetmade via wire transfer if the repurchase occurs during the Interim Servicing Period, shall authorize Custodian to promptly release to or via ACH if the applicable Seller repurchase occurs after the Mortgage Asset File for such Purchased AssetInterim Servicing Period or if there is no Interim Servicing Period, and Buyer shall execute, acknowledge within five (5) Business Days after notice by Purchaser. Purchaser will execute and deliver to the related Seller any documents reasonably necessary to reassign and transfer any purchased Account(s) to Seller, at such Seller’s sole expense, any and will take all documents, instruments and agreements steps reasonably necessary to release all security interests in such Purchased Asset, including, to facilitate 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 transfer of the underlying Whole Loan Account(s), including title therein, back to Seller. Following the repurchase of an Account by Seller hereunder (“as is” 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 Purchaser), Purchaser will close the Account on its books, and without representation Seller shall own, have full servicing responsibility for, and assume all obligations with respect to, such Account(s) (whether arising before, on, or warranty by Buyer, except that Buyer after the Closing Date). Purchaser shall represent be responsible for necessary reporting to a credit bureau related to the Accounts and Purchaser’s records, and Seller shall be responsible for any credit bureau reporting necessary related Seller, to the extent that good title was transferred continued existence and assigned by such Seller to Buyer hereunder on the related Purchase Datecollection, that Buyer is the sole owner of such Purchased Assetif any, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Account(s) by 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetDocuments) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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, 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 ▇▇▇▇▇▇▇▇▇▇ 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 created by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, (A) on or before the Facility Termination CMBS Purchased Asset Maturity Date, the applicable Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. (a) On the terms and subject to the conditions set forth in this Repurchase Date for each Purchased AssetAgreement, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Initial Closing Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under below), simultaneously with the related Purchased Asset Documents closing of the Company Offering and the Mandatory Exchangeable Placement, SBGC shall sell and transfer to the Company, and the Company shall purchase from SBGC, that number of shares of Common Stock that is equal to the sum of (i) the aggregate number of shares of Common Stock purchased on the Initial Closing Date (as defined below) by the several Underwriters pursuant to the Underwriting Agreement (the “Initial Offering Shares”) and (ii) the aggregate number of shares of Common Stock purchased on the Initial Closing Date by the Mandatory Exchangeable Issuer pursuant to the Exchangeable Issuer Purchase Agreement (the “Initial Exchangeable Shares” and, together with respect the Initial Offering Shares, the “Initial Shares”). (b) Upon satisfaction or waiver by the parties to such Purchased Assetthe Executive Purchase Agreement of the conditions to closing of the sale of the Executive Shares (the “Executive Share Purchase Closing”), on the closing date of the Executive Purchase, simultaneously with the Executive Share Purchase Closing, SBGC shall sell and transfer to the Company, and the Company shall purchase from SBGC, the Executive Shares. (c) The aggregate purchase price for such Purchased Asset 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 reason the Company from the several Underwriters pursuant to the Underwriting Agreement plus (y) the aggregate cash purchase price for the Initial Exchangeable Shares received by the Company from the Mandatory Exchangeable Issuer pursuant to the Exchangeable Issuer Purchase Agreement, plus (ii) the sale, assignment and transfer to SBGC of clause the Contingent Value Right Note issued by the Mandatory Exchangeable Issuer to the Company pursuant to the Exchangeable Issuer Purchase Agreement. (d) of The aggregate purchase price for the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up Executive Shares shall be equal to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation aggregate purchase price for the Executive Shares 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Company from the applicable Seller. Notwithstanding Executive Purchaser (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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement“Executive Shares Purchase Price”).

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; provided. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, howeversuch Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, that whether or not an Event of Default has occurred and is continuing hereunder, as Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset determine in its discretion, 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 thereafter Buyer shall provide notice of the underlying Whole Loan and all other amounts due same to Seller under specifying the related relevant 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 5.02Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Datehereunder, that Buyer is the sole owner ▇▇▇▇▇ has made such transfer 1751106839.61759415594.5 and release of such Purchased Asset, Asset free and clear of any other interests or Liens caused by BuyerBuyer (other than, if applicable, any Liens caused by ▇▇▇▇▇’s actions or inactionscompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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, 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 Datehereunder, 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 inactionsactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 unsatisfied Margin Deficit, an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying Obligor, unless if Seller shall either (a) on or prior to such repurchase, satisfy or cure any such Margin Deficit (without giving effect to the Margin Deficit threshold set forth in Section 4.01(a)(ii)), Default or Event of Default, or (b) pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly to Buyersale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (a) Subject to the Repurchase Date for each Purchased Assetsatisfaction of the conditions and to the terms set forth in paragraph 1(b) below, the applicable Seller shall transfer hereby agrees to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Datetransfer, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement andassign, so long as no Event of Default has occurred and is continuingsell, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 convey and deliver to the related SellerCompany 100% of its right, at such Seller’s sole expensetitle, any and all documents, instruments interest in 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Sale Number (as defined below) of shares of Common Stock (the “Repurchase Shares”) at each Closing (as defined below). The “Sale Number” shall mean the number of shares of Common Stock acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to as the “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from January 2, 2025 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has paid, commencing January 2, 2025, an aggregate of $62,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) June 30, 2025 but (in the case of this clause (iii)) only if the Determination Date contemplated by clause (i) has not occurred prior to June 30, 2025. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such Determination Date), the Company shall notify the Seller. Notwithstanding , in writing (email being sufficient), of the foregoing, on or before the Facility Termination Dateapplicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the applicable Aggregate Purchase Price, together with related calculations (including details of the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), Seller agrees to transfer, assign, sell, convey and deliver the applicable Sale Number of Repurchase Shares to the Company, and the Company hereby agrees to purchase such Repurchase Shares from Seller at the applicable Weighted Average Per Share Purchase Price. The Company and the 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 execute a cross-receipt in any Repurchase Document, mutually agreeable form 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementeach Closing.

Repurchase. On At the request of Hudson Chartered at any time c▇▇▇▇▇▇ing immediately following the occurrence of a Repurchase Date Event (as defined below) and ending upon termination of this Agreement pursuant to the terms hereof ("Repurchase Period"), Progressive shall repurchase the Option from Hudson Chartered together with ▇▇▇ ▇hares of Progressive Common Stock purchased by Hudson Chartered pursuant ther▇▇▇, ▇t a price equal to the sum of: (a) The exercise price paid by Hudson Chartered for each Purchased Assetany share▇ ▇▇ Progressive Common Stock acquired pursuant to the Option; (b) The difference between the "market/tender offer" price for shares of Progressive Common Stock (defined as the highest of (i) the highest price per share at which a tender or exchange offer has been made, (ii) the applicable Seller shall transfer price per share, whether in cash or the value of securities or other property or a combination thereof, of Progressive Common Stock to Buyer be paid by any third party pursuant to an agreement with Progressive, or (iii) the Repurchase Price highest reported sale price for such Purchased Asset as shares of Progressive Common Stock within that portion of the Repurchase DatePeriod preceding the date Hudson Chartered gives no▇▇▇▇ ▇f the required repurchase under this Section 7) and the exercise price as determined pursuant to Section 2 hereof, and pay all amounts due to any Affiliated Hedge Counterparty under multiplied by the related Interest Rate Protection Agreement and, so long as no Event number 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 shares of Progressive Common Stock with respect to which the Option has not been exercised, but only if the market/tender offer price is greater than such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on exercise price; (c) The difference between the second Business Day prior to the maturity date market/tender offer price (as defined under in Section 7(b) hereof) and the related Purchased Asset Documents with respect exercise price paid by Hudson Chartered for any ▇▇▇▇▇▇ of Progressive 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 Purchased Asset) for such Purchased Asset by reason of clause exercise price; and (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due Hudson Chartered's reasonable ▇▇▇-▇▇-pocket expenses incurred in connection with the relevant payoff shall be paid directly transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event Hudson Chartered exercises its ▇▇▇▇▇ to Buyer. The portion of all such net proceeds in excess require the repurchase of the then-current Repurchase Price Option, Progressive shall, within ten business days thereafter, pay the required amount to Hudson Chartered in immediatel▇ ▇▇▇▇lable funds and Hudson Chartered shall surrend▇▇ ▇▇▇ Option to Progressive and the certificates evidencing the shares of Progressive Common Stock purchased thereunder; provided that if prior notification to or approval of the related Purchased Asset Federal Reserve Board or other regulatory agency is required in connection with such purchase, Progressive shall be applied by Buyer promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to reduce this sentence shall run instead from the date on which any other amounts due and payable to Buyer under this Agreementrequired notification period has expired or been terminated.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller Asset on the Purchase Date thereofa servicing released basis, whereupon such the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 '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 '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 '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 Mortgage Loan Documents and (b) such Seller makes the required prepayment of the underlying Whole Loan in respect of such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s 's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one one-hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On 7.1 If with respect to any Eligible Draft purchased by the Purchaser hereunder any representation or warranty made by the Seller in Section 4.7 is or proves to be incorrect in any material respect when made and, a result thereof, the validity or enforceability of the Purchaser’s ownership interest in such Eligible Draft or the collectability thereof shall be materially and adversely affected (the “Repurchase Condition”), then the Purchaser may, in its discretion, require the Seller to repurchase the applicable Eligible Draft. The Purchaser shall notify the Seller of any such repurchase required by it by delivering to the Seller a written notice thereof (the “Repurchase Notice”), which shall identify the Eligible Draft requested to be repurchased (including the outstanding amount thereof), certify that the Repurchase Date for each Purchased AssetCondition has been satisfied and specify in reasonable detail the basis upon which such repurchase is being required. 7.2 The Seller shall, within four (4) Business Days of its receipt of a Repurchase Notice, repurchase the applicable Seller shall transfer Eligible Draft by paying to Buyer the Purchaser an amount equal to the Repurchase Price for such Purchased Asset as Eligible Draft, which payment shall be made by wire transfer of immediately available funds in U.S. dollars to the Purchaser’s account specified on Exhibit E, whereupon all of the Repurchase DatePurchaser’s right, title and interest in and to such Eligible Draft shall be sold, transferred and conveyed to the Seller, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event Seller shall become the owner 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 Eligible Draft; provided that the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) obligation of the definition of “Repurchase Date”, settlement of Seller to make such repurchase and pay the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 amount as no Event of Default has occurred and is continuing, Buyer set forth above shall be deemed subject 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 Repurchase Condition being satisfied and (b) such Seller makes all representations and warranties made by the required prepayment Purchaser in Section 7.3 being true and correct in all respects as of the underlying Whole Loan in respect date of such Purchased Asset hereunder in accordance with repurchase. It is understood and agreed by the parties hereto that each Eligible Draft sold, transferred and conveyed to the Seller pursuant to this Section 5.02. Any such transfer or release shall be 7 is sold, transferred and conveyed by the Purchaser to the Seller without recourse to Buyer recourse, and without representation or warranty by Buyerof any kind on the part of the Purchaser, except as expressly set forth in this Section 7, provided that Buyer the forgoing statement shall represent not limit the Purchaser’s other express obligations under this Agreement. Promptly following receipt by the Purchaser of the Repurchase Price for an Eligible Draft subject to a Repurchase Notice, the related SellerPurchaser shall return by hand delivery or overnight courier service, to the extent Seller at the Seller’s address provided in Section 8.6, the original of such Eligible Draft, which shall be indorsed by the Purchaser as follows, “pay to the order of Harmonic Inc., a Delaware corporation, without recourse”, together with a copy of the Draft Acceptance Confirmation with respect to such Eligible Draft; provided that good title was transferred if the Purchaser shall have lost the original of such Eligible Draft or is otherwise unable to return it to the Seller, the Purchaser shall provide the Seller with an affidavit of loss and assigned indemnity. The Seller shall confirm to the Purchaser in writing (which may be by such email) receipt by the Seller of the applicable original Eligible Draft and the related Draft Acceptance Confirmation promptly upon receipt thereof from the Purchaser. 7.3 The Purchaser represents and warrants to Buyer hereunder the Seller, on the related Purchase Datedate that a Repurchase Notice is delivered by the Purchaser with respect to any Eligible Draft and on the date that such Eligible Draft would be required to be repurchased in accordance with Section 7.2, that Buyer immediately prior to the consummation of the repurchase the Purchaser is the sole owner of such Purchased AssetEligible Draft, free and clear of all liens, claims and encumbrances of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect Person (other than any such liens, claims and encumbrances that shall cease to be applicable to such Purchased Asset received Eligible Draft upon the repurchase thereof by Buyer or Waterfall Account Bank after payment the Seller), except to the extent that the foregoing is not true solely as a result of the Repurchase Price therefor shall Seller’s representation and warranty in Section 4.7 proving to be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementincorrect.

Repurchase. On In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or 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 Date for Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Purchased Asset, the applicable Seller shall transfer to Buyer Stockholder within ninety (90) days after 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 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 terminateEvent; provided, however, that, with respect 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 time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 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 Date that occurs 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 second Business Day prior to date designated by the maturity Company in the Repurchase Notice, which date shall not be more than sixty (as defined under 60) days nor less than five (5) days after the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment delivery of the Repurchase Price and such amounts may occur up Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to Option by delivery of a locally drawn cashier's check or wire transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment funds in full the aggregate amount 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 repurchase price 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 thereinshares; provided, however, that whether or not an Event of Default has occurred and in the event the Medical Group is continuing hereunder, Buyer shall be required obligated to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver pay to the related SellerCompany any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such Seller’s sole expensetime, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all necessary release documents if of the Stockholders who at such time hold equity of or are partners in the Medical Group. The Company shall be entitled to receive representations and warranties from such Stockholder regarding (ax) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear absence of any other interests violation, default, or Liens caused by Buyer’s actions acceleration of any agreement or inactions. Any Income with respect instrument pursuant to which such Purchased Asset received by Buyer Stockholder or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. such Stockholder's assets are bound resulting from such sale. (iii) 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 anything to the contrary contained elsewhere in this Agreement, all repurchases of Restricted Shares by the Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any Repurchase Documentfinancing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and his or her successors and assigns shall, at any time during the existence 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 an uncured Default or Event of Default, the related Seller cannot such repurchase in a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.timely manner

Repurchase. On In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right (but not the obligation) (the "Repurchase Option"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or 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 Date for Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Purchased Asset, the applicable Seller shall transfer to Buyer Stockholder within ninety (90) days after 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 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 terminateEvent; provided, however, that, with respect 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 time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 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 Date that occurs 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 second Business Day prior 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 maturity date Repurchase Option by delivery of (A) a check or wire transfer of funds, (B) subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (din Section 1274(d) of the definition Internal Revenue Code) in effect from time to time, or (C) a combination of “Repurchase Date”both (A) and (B), settlement in the aggregate amount of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 repurchase price 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 thereinshares; provided, however, that whether or not an Event of Default has occurred and in the event the Medical Group is continuing hereunder, Buyer shall be required obligated to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver pay to the related SellerSubsidiary any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such Seller’s sole expensetime, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all necessary release documents of the Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (ax) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear absence of any other interests violation, default, or Liens caused by Buyer’s actions acceleration of any agreement or inactions. Any Income with respect instrument pursuant to which such Purchased Asset received by Buyer Stockholder or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. such Stockholder's assets are bound resulting from such sale. (iii) 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 anything to the contrary contained elsewhere in this Agreement, all repurchases of Restricted Shares by the Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any Repurchase Documentfinancing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. If any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (iv) In the event that any Restricted Shares are repurchased pursuant to this Section 3(b), such Stockholder and his or her successors and assigns shall, at any time during the existence 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 an uncured Default or Event of Default, the related Seller cannot such repurchase in a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementtimely manner.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of Buyer shall have received payment in full of the Repurchase Price therefor. Any Release Amount which is paid by Seller as part of the Repurchase Price shall be applied by Buyer pursuant to clause sixth of Section 5.01 to reduce the outstanding Purchase Price of the remaining Purchased Assets as determined by Buyer in its discretion. 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying ObligorObligor or a sale of such Purchased Asset to an independent third party, unless if Seller shall pay directly to Buyer an amount equal to the sum of (i) the greater of (x) the Repurchase Price of the related Purchased Asset, and (y) one-hundred percent (100%) of the net proceeds paid in connection with the payoff of such Purchased Asset or one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly sale of such Purchased Asset, as applicable, plus (ii) an amount equal to Buyerthe related unpaid Margin Deficit, if any. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset Asset, if any, shall be applied by Buyer to reduce any other amounts then due and payable to Buyer Buyer, as determined in its discretion, under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) Subject to the Underlying Obligor has paid the entire principal amount satisfaction of the underlying Whole Loan 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 other amounts due to Seller under the related Purchased Asset Documents and (b) such Seller makes the required prepayment Underwriters from all 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 Selling Stockholders pursuant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerUnderwriting Agreement. Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $50 million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $50 million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Company and the Representatives, on behalf of the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the terms of the Underwriting Agreement no later than 15 business days from the date hereof; (ii) the aggregate number of Repurchase Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; and (iii) the receipt on or before the Facility Termination Datedate of this Agreement and at Closing by the Company of surplus and solvency opinions, 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 in form substantially similar to the contrary contained elsewhere in any Repurchase Documentform previously provided to the Representatives, at any time during from Duff & ▇▇▇▇▇▇, LLC stating that (a) the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff fair value of the underlying Whole Loan assets of the Company on a consolidated basis will exceed the liabilities of the Company on a consolidated basis; (b) the Company should 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 as management of the Company has indicated that it intends to engage following the consummation of the Repurchase and the Public Offering; and (d) the fair value of the assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, and the total capital. (c) The closing of the Repurchase (the “Closing”) shall take place simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇▇ LLP, counsel for the Underwriters, or at such other time and place as may be agreed upon by the Underlying ObligorCompany and the Representatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Representatives, unless one hundred percent (100%) of the net proceeds due with any transfer taxes payable in connection with the relevant payoff sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be paid directly made against delivery to Buyer. The portion of all such net proceeds in excess the Company of the then-current Repurchase Price Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the related Purchased Asset shall be applied by Buyer to reduce any other amounts due Company and payable to Buyer under this Agreementthe Representatives.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 hereby be deemed to represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity 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 unsatisfied Margin Deficit, an uncured Default or Event of Default, the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying Obligor, unless if either (I) such repurchase completely satisfies the related Margin Deficit or completely cures the related uncured Default or Event of Default, as the case by be, or (II) Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly sale of such Purchased Asset, plus an amount equal to Buyerthe related unpaid Margin Deficit, if any. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer Buyer, as determined in its discretion, under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) At the Underlying Obligor has paid the entire principal amount request 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase DocumentAcquiror, at any time during from and after the existence occurrence of an uncured Default or a Purchase Event of Defaultand ending 180 days immediately thereafter (the "Acquiror Repurchase Period"), the related Seller canCompany (or any successor entity thereof) shall repurchase the Option from the Acquiror together with all (but not repurchase a Purchased Asset in connection with a full payoff less than all) shares of the underlying Whole Loan Company's Common Stock purchased by the Underlying ObligorAcquiror pursuant to the Option with respect to which the Acquiror then has Beneficial Ownership, unless one hundred percent at a price (100%when calculated on a per share basis, the "Per Share Repurchase Price") equal to the sum of: (i) the difference between (A) the "Market/Tender Offer Price" for shares of the net proceeds due Company's Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of the Company's Common Stock or (y) the highest closing price per share of the Company's Common Stock as reported by Nasdaq for any day within that portion of the Acquiror Repurchase Period which precedes the date the Acquiror gives notice of the required repurchase under this Section 7) and (B) the Purchase Price (subject to adjustment as provided in connection Section 6), multiplied by the number of shares of the Company's Common Stock with respect to which the relevant payoff Option has not been exercised, but only if such Market/Tender Offer Price is greater than such Purchase Price; (ii) the Purchase Price paid by the Acquiror for any shares of the Company's Common Stock acquired pursuant to the Option; and (iii) the difference between the Market/Tender Offer Price and the Purchase Price paid by the Acquiror for any shares of the Company's Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if such Market/Tender Offer Price is greater than such Purchase Price. (b) In the event the Acquiror exercises its rights under this Section 7, the Company shall, within 10 business days thereafter, pay the required amount to the Acquiror by wire transfer of immediately available funds to an account designated by the Acquiror and the Acquiror shall surrender to the Company the Option and the certificates evidencing the shares of the Company's Common Stock purchased pursuant to the Option with respect to which the Acquiror then has Beneficial Ownership. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be paid directly to Buyer. The portion of all such net proceeds in excess of determined by an independent nationally recognized investment banking firm selected by the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementAcquiror.

Repurchase. On At the request of Progressive at any time commencing immediately following the occurrence of a Repurchase Date Event (as defined below) and ending upon the termination of this Agreement pursuant to the terms hereof ("Repurchase Period"), ▇▇▇▇▇▇ Chartered shall repurchase the Option from Progressive together with any shares of ▇▇▇▇▇▇ Chartered Common Stock purchased by Progressive pursuant thereto, at a price equal to the sum of: (a) The exercise price paid by Progressive for each Purchased Assetany shares of ▇▇▇▇▇▇ Chartered Common Stock acquired pursuant to the Option; (b) The difference between the "market/tender offer" price for shares of ▇▇▇▇▇▇ Chartered Common Stock (defined as the highest of (i) the highest price per share at which a tender or exchange offer has been made, (ii) the applicable Seller shall transfer price per share, whether in cash or the value of securities or other property or a combination thereof, of ▇▇▇▇▇▇ Chartered Common Stock to Buyer be paid by any third party pursuant to an agreement with ▇▇▇▇▇▇ Chartered, or (iii) the Repurchase Price highest reported sale price for such Purchased Asset as shares of ▇▇▇▇▇▇ Chartered Common Stock within that portion of the Repurchase DatePeriod preceding the date Progressive gives notice of the required repurchase under this Section 7) and the exercise price as determined pursuant to Section 2 hereof, and pay all amounts due to any Affiliated Hedge Counterparty under multiplied by the related Interest Rate Protection Agreement and, so long as no Event number 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 shares of ▇▇▇▇▇▇ Chartered Common Stock with respect to which the Option has not been exercised, but only if the market/tender offer price is greater than such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on exercise price; (c) The difference between the second Business Day prior to the maturity date market/tender offer price (as defined under in Section 7(b) hereof) and the related Purchased Asset Documents with respect exercise price paid by Progressive for any shares of ▇▇▇▇▇▇ Chartered 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 Purchased Asset) for such Purchased Asset by reason of clause exercise price; and (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due Progressive's reasonable out-of-pocket expenses incurred in connection with the relevant payoff shall be paid directly transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event Progressive exercises its right to Buyer. The portion of all such net proceeds in excess require the repurchase of the then-current Repurchase Price Option, ▇▇▇▇▇▇ Chartered shall, within ten business days thereafter, pay the required amount to Progressive in immediately available funds and Progressive shall surrender the Option to ▇▇▇▇▇▇ Chartered and the certificates evidencing the shares of ▇▇▇▇▇▇ Chartered Common Stock purchased thereunder; provided that if prior notification to or approval of the related Purchased Asset Federal Reserve Board or other regulatory agency is required in connection with such purchase, ▇▇▇▇▇▇ Chartered shall be applied by Buyer promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to reduce this sentence shall run instead from the date on which any other amounts due and payable to Buyer under this Agreementrequired notification period has expired or been terminated.

Repurchase. On Without limiting any other remedies available under this Agreement, if the Repurchase Date Purchaser is required by the respective Investor to repurchase a Mortgage Loan (other than as a primary result of the Purchaser’s failure to service the Mortgage Loan in accordance with Applicable Requirements (provided for each Purchased Assetsuch purposes that references to the Seller, Originators and Prior Servicers in the definition of “Applicable Requirements” shall be deemed to refer to Purchaser and the Purchaser’s subservicer), which failure was not caused by the Seller’s breach of its obligations under this Agreement), the applicable Seller shall transfer shall, no later than two (2) Business Days prior to Buyer the date such Mortgage Loan is required to be repurchased, remit to the Purchaser an amount equal to the Mortgage Loan 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 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 terminatePrice; provided, however, that, with respect in the Purchaser’s sole and absolute discretion and if permitted by the applicable Investor, the Purchaser may, in the alternative, upon no less than five (5) Business Days’ prior written notice to any Repurchase Date that occurs on the second Seller, require the Seller to repurchase the Mortgage Loan directly from the Investor no later than two (2) Business Day Days prior to the maturity date (as defined under such Mortgage Loan is required to be repurchased. Simultaneously with the related Purchased Asset Documents payment of the Mortgage Loan Repurchase Price, the Purchaser shall transfer ownership of such Mortgage Loan to the Seller, and shall promptly deliver all funds, Mortgage Loan Files, and servicing data with respect to such Purchased Asset) Mortgage Loan, deliver any notices to Mortgagors or other parties as required, and prepare and execute any necessary assignments of mortgage or transfers in MERS. If the Seller fails to timely repurchase the Mortgage Loan as set forth above, the Purchaser may repurchase the Mortgage Loan directly from the Investor; and the Seller shall be obligated to repurchase such Mortgage Loan from the Purchaser for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Mortgage Loan Repurchase Price and such amounts may occur up immediately thereafter. If the Seller fails to pay to the second Business Day after such Repurchase Date; provided, further, 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 Purchaser the Mortgage Loan Repurchase Price therefor. So long as no Event of Default has occurred and is continuingpursuant to this Section 8.02(b), Buyer the Seller shall be deemed obligated to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release to pay 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 Cost 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 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 Funds Amount with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment Mortgage Loan for each day that occurs during the period commencing on the date of the Purchaser’s repurchase of such Mortgage Loan from the Investor and ending on the date the Seller remits to the Purchaser such Cost of Funds Amount together with the applicable Mortgage Loan Repurchase Price therefor shall be remitted and any other amount then due and owing with respect to such Mortgage Loan and Servicing Rights, including, but not limited to, the applicable SellerServicing Rights Repurchase Price. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying not be obligated to Buyer remit the outstanding Cost of Funds Amount with respect to a Mortgage Loan if the Seller’s failure to remit the Mortgage Loan Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision is the direct result of the Purchaser’s failure to provide timely notice to the contrary contained elsewhere Seller 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 accordance with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementSection 8.02(a).

Repurchase. On a. Seller shall repurchase each Purchased Asset from Administrative Agent on behalf of Buyers on the relevant Repurchase Date for each such Purchased Asset. Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto). c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Seller agrees to (i) provide or cause Servicer to provide Administrative Agent with a copy of a report from the applicable 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 multiplied by the Effective Advance Rate as shall be payable pursuant to Section 7(d) and (iii) provide or cause Servicer to provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the 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 Confirmation. If the Seller intends to make such a repurchase, the Seller shall transfer give at least two (2) Business Days’ prior written notice thereof to Buyer Administrative Agent, designating the Purchased Assets to be repurchased. If such notice is given and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets on any day which is not the Repurchase Date or a Price Differential Payment Date, the Seller shall indemnify Administrative Agent and hold Administrative Agent harmless from any losses, costs and/or expenses which Administrative Agent sustains or incurs arising from the reemployment of funds obtained by Administrative Agent hereunder or from fees payable to terminate the deposits from which such Purchased Asset as funds were obtained, in each case for the remainder 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 applicable thirty (30) day period (“Breakage Costs”). Administrative Agent shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior deliver to the maturity date (Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as defined under determined in good faith by Administrative Agent to be adequate, it being agreed that such statement and the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason method of clause (d) of its calculation shall be adequate and shall be conclusive and binding upon the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, or release any interest inabsent manifest error. f. For the avoidance of doubt, such Purchased Asset until Buyer’s receipt no provision of payment in full of the Repurchase Price therefor. So long as no Event of Default has occurred and is continuing, Buyer this Agreement shall be deemed to have simultaneously released its security interest in such Purchased Assetwaive, 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 impair or alter 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 rights or termination thereof evidencing the release of such Purchased Asset from Administrative Agent’s or 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer obligations under this AgreementSection 4.

Repurchase. On (i) Sellers may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, a Purchased Asset may be released by Buyer, in its good faith 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 day which is not the Repurchase Date for each such Purchased AssetAsset (an “Early Repurchase”), Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Seller shall Repurchase Date (“Breakage Days”), (ii) the sum of (x) LIBOR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date, termination of the 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) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as of otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. Subject to the terms of this Article VIII, Seller shall repurchase any Loan sold to Purchaser pursuant to this Agreement within five (5) Business Days of receipt of a Notice of Claim from Purchaser if Seller breaches in any material respect any of the representations, warranties or agreements contained in Section 4.2 (provided that Seller has not cured such breach within the period specified in Section 7.1), provided that such Notice of Claim is delivered within sixty (60) days after the Closing Date. On the Repurchase Date for each Purchased AssetDate, Seller shall pay to Purchaser, in immediately available funds, the applicable Repurchase Price, and Purchaser shall convey to Seller all of Purchaser’s right, title and interest in and to such Loan and any related collateral. In addition to the foregoing, if any Loan required to be repurchased hereunder is cross-collateralized with any other Loan sold hereunder, Seller shall transfer have the right, in its sole discretion, to Buyer repurchase such other Loan or Loans on the Repurchase Date and shall pay to Purchaser, in immediately available funds, the Repurchase Price for each such Purchased Asset as other Loan or Loans. Purchaser shall convey to Seller all of the Repurchase DatePurchaser’s right, title 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 interest in and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on Loan or Loans and any related collateral and the Purchase Date thereof, whereupon such Transaction provisions of this Article VIII shall apply with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerLoans repurchased. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall not be obligated under any circumstances to repurchase all Purchased Assets by paying to Buyer any Loans under this Section 8.1 unless 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 aggregate amount of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset Loans to which it has a repurchase obligation hereunder, together with the aggregate amount of Losses for which Purchaser is entitled to be indemnified under Section 7.3(a), exceeds the Seller Basket, and thereafter Seller shall be applied by Buyer required to reduce any other amounts due and payable repurchase all such Loans to Buyer which it has repurchase obligation under this AgreementSection 8.1 at the Repurchase Price.

Repurchase. On If the Repurchase Date for each Purchased AssetManager elects to cause the Company to purchase the Ownership Interest of a dissociating Member or a holder pursuant to this Agreement, the applicable Seller repurchase price (“Repurchase Price”) of the dissociating Member’s or holder’s Ownership Interest in the Company shall transfer to Buyer be determined by agreement between the Manager and the dissociating Member or holder. If an agreement on the Repurchase Price for is not reached within 30 days following the election to purchase the interest of the dissociating Member or holder, the Ownership Interest must be valued by a third-party appraiser selected by the Manager and who is reasonably acceptable to the dissociating Member or holder (such Purchased Asset acceptance not to be unreasonably withheld, delayed or conditioned), and the Repurchase Price will be the value determined in that appraisal. In appraising the Ownership Interest to be purchased, the appraiser must determine the fair market value of the Ownership Interest as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition event of “Repurchase Date”dissociation. In determining the fair market value, settlement the appraiser must consider the greater of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 liquidation value of the underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents Company and (b) such Seller makes the required prepayment value of the underlying Whole Loan Company based upon a sale of the Company as a going concern. The appraiser must also consider appropriate minority interest, lack of marketability and other discounts. If the appraisal is not completed within 120 days following the election to purchase the Ownership Interest of the dissociating Member, either the Manager or the dissociating Member or holder may apply to a court of competent jurisdiction for the appointment of another appraiser, in respect which case the court-appointed appraiser must appraise the Ownership Interest of such Purchased Asset hereunder the dissociating Member or holder in accordance with Section 5.02. Any such transfer or release shall be without recourse to Buyer the standards set forth in this Section, and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere value determined 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementthat appraisal.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; provided. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, howeversuch Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, that whether or not an Event of Default has occurred and is continuing hereunder, as Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset determine in its discretion, 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 thereafter Buyer shall provide notice of the underlying Whole Loan and all other amounts due same to Seller under specifying the related relevant 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 5.02Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Datehereunder, that Buyer is the sole owner ▇▇▇▇▇ has made such transfer and release of such Purchased Asset, Asset free and clear of any other interests or Liens caused by Buyer (other than, if applicable, any Liens caused by Buyer’s actions or inactionscompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the 1751106839.6 Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer no later than 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.Maturity Date by

Repurchase. On (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 I 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. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer Shares in the Repurchase Price for such Purchased Asset as 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 Underwritten Shares purchased by the Underwriters from the Selling Stockholders pursuant to the terms of the Underwriting Agreement and received by the Underwriters at Closing being no less than the aggregate number of Repurchase Shares to be purchased by the Company hereunder; and (iii) The 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 Date(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), The New York Times Building, 620 Eighth Avenue, New York, New York, or at such other time and pay all amounts due place as may be agreed upon by the Company and the Representatives. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds 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 accounts specified by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, thatRepresentatives, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due taxes payable in connection with the relevant payoff sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be paid directly made against delivery to Buyer. The portion of all such net proceeds in excess the Company of the then-current Repurchase Price Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the related Purchased Asset shall be applied by Buyer to reduce any other amounts due Company and payable to Buyer under this Agreementthe Representatives.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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) In the Underlying Obligor event that the Escrow Agent has paid not received a written notice stating that a registration statement relating to the entire principal amount distribution of Registrable Securities to the Authorized Claimants has been declared effective by the U.S. Securities and Exchange Commission on or before the seven year anniversary date of this Agreement, then the Plaintiffs' Co-Lead Counsel, in their sole discretion, may cause Assignor to repurchase (the "Repurchase") all but not less than all of the underlying Whole Loan LLC Interest, including all right, title and all other amounts due interest to Seller under the related Purchased Asset Documents and Assigned Distributions (btogether, the "Repurchase Interest") such Seller makes for the required prepayment of the underlying Whole Loan in respect of such Purchased Asset hereunder price determined in accordance with Section 5.025(b) below (the "Repurchase Price"). Any such transfer or release The Plaintiffs' Co-Lead Counsel shall jointly give Assignor 90 days' prior written notice of exercise (the "Repurchase Notice"). The Company shall pay to the Plaintiffs' Co-Lead Counsel, as Escrow Agents under the Stipulation, the Repurchase Price on the 91st day following written notice of exercise to be applied to the Settlement Fund pursuant to the Stipulation. (b) The Repurchase Price shall be without recourse to Buyer as determined by Assignor and without representation or warranty by Buyer, except that Buyer shall represent the Plaintiffs' Co-Lead Counsel. If the parties cannot agree as to the related SellerRepurchase Price, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on Repurchase Price shall be 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 fair market value of the Repurchase Price therefor shall be remitted to Interest determined by an independent appraiser or investment banker selected jointly by the applicable Sellerparties. Notwithstanding the foregoingThe Plaintiffs' Co-Lead Counsel, 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 solely 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 their capacity as supervisors of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) administration of the net proceeds due in connection with the relevant payoff shall be paid directly Settlement pursuant to Buyer. The portion of all such net proceeds in excess paragraph 12 of the then-current Repurchase Price Stipulation, agree to cause the Settlement Fund to pay the costs of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementsuch valuation or appraisal.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date; provided, further, 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; provided. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, howeversuch Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, that whether or not an Event of Default has occurred and is continuing hereunder, as Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset determine in its discretion, 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 thereafter Buyer shall provide notice of the underlying Whole Loan and all other amounts due same to Seller under specifying the related relevant 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 5.02Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Datehereunder, that Buyer is the sole owner ▇▇▇▇▇ has made such transfer and release of such Purchased Asset, Asset free and clear of any other interests or Liens caused by Buyer (other than, if applicable, any Liens caused by Buyer’s actions or inactionscompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer no later than 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.Maturity Date by

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase -41- 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 continuingcontinuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; provided. To the extent that any Release Amount is paid by Seller in connection with the repurchase of any Purchased Asset, howeversuch Release Amount shall be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, that whether or not an Event of Default has occurred and is continuing hereunder, as Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset determine in its discretion, 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 thereafter Buyer shall provide notice of the underlying Whole Loan and all other amounts due same to Seller under specifying the related relevant 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 5.02Assets. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall be deemed to represent and warrant to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Datehereunder, that Buyer is the sole owner has made such transfer and release of such Purchased Asset, Asset free and clear of any other interests or Liens caused by Buyer (other than, if applicable, any Liens caused by Buyer’s actions or inactionscompletion and recordation of Blank Assignment Documents in accordance with Section 7.10). Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On The Company shall have the right, within six months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the units of Stapled Securities delivered in settlement of the Restricted Stock Units (and any Common Stock or other securities issued in respect, or pursuant to the terms, thereof), at a price equal to the Fair Market Value thereof, measured as of the date of Participant’s termination of Service, (the “Repurchase Date for each Purchased Asset, Price”). The Repurchase Price shall be paid to Participant at the applicable Seller closing of the repurchase in a lump sum. The Company shall transfer to Buyer pay the Repurchase Price for such Purchased Asset as by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the Repurchase Datecertificates or other instruments, and pay all amounts due to any Affiliated Hedge Counterparty under if any, representing the related Interest Rate Protection Agreement andunits of Stapled Securities, shares of Common Stock or other securities so long as no Event of Default has occurred and is continuingpurchased, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Sellerduly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness, then any applicable Repurchase Price payments otherwise due during such period of prohibition or restriction will be paid by the Company as soon as reasonably practicable following the date that no such prohibitions or restrictions apply. [Within three days of being notified by the Company of the Repurchase Price, Participant may request that the Company provide Participant with written calculations and backup data setting forth how the Fair Market Value was determined for the purposes of calculating the Repurchase Price. Within ten days of receiving the Company’s written calculations, Participant may provide the Committee with a written objection to such calculations. The Committee and Participant shall, for a period of ten days from the date of Participant’s written objection, negotiate in good faith to determine the appropriate calculations (the “Negotiation Period”). If by the end of the Negotiation Period the Committee and Participant are unable to agree Participant and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable to Participant and the Committee (or, if the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, then Participant and the Committee will each select an appraiser within ten days following the end of the Negotiation Period, which two appraisers will, within 15 days following the end of the Negotiation Period, select a third appraiser) (such retained or before the Facility Termination Dateselected appraiser, the applicable Seller shall repurchase all Purchased Assets by paying “Joint Appraiser”)) to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsresolve such dispute. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase DocumentThe Joint Appraiser shall, at any time during the existence of an uncured Default or Event of Defaultwithin 30 days following its appointment, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff deliver its determination of the underlying Whole Loan applicable valuation and the determinations made by the Underlying Obligor, unless one hundred percent (100%) 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 net proceeds Code, any payment or action otherwise due or required in connection with the relevant payoff Restricted Stock Units shall be paid directly delayed, and shall not be due or required, until at least five days following the final determination of any dispute pursuant to Buyer. The portion this paragraph.]1 Upon and following the occurrence of all such net proceeds an IPO, the Company’s right to repurchase units of Stapled Securities or shares of Common Stock delivered in excess settlement of the then-current Repurchase Price of the related Purchased Asset Restricted Stock Units pursuant to this Section 5 shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementof no force or effect.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 (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 release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the 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 transfer be deemed to such Seller have released all of its interests in such Purchased Asset, along with all rights validly transferred 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 Buyer by such permit the release from the Seller on of the Purchase Date thereofrelated Purchased Asset, whereupon such Transaction with respect 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 Asset, Underlying Mortgage Loans, or Underlying REO Property and the Pledged Items related thereto shall terminate; providedbe 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, howevertermination of the Transaction will be effected by reassignment and release to Seller or its designee of the Purchased Asset, thatPledged 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 Repurchase Date that occurs on Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to Repurchase/Release Price for such Purchased Asset, Pledged Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase/Release Date. (iii) for such Purchased Asset by reason of clause (d) On the related Repurchase/Release Date following receipt of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 continuingPurchase Price, Buyer shall be deemed to have simultaneously released its security interest in such each applicable Purchased Asset, shall authorize Custodian to promptly release to Asset and/or Pledged Asset (including the applicable Seller the Underlying Mortgage Asset File for such Purchased AssetLoans, Underlying REO Property, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, Pledged Items) in each case without 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 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 further action by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementPerson.

Repurchase. On of the Repurchase Date New Notes Upon a SAFE Noncompliance Event Upon completion by the Parent Guarantor of registration of the Parent Guarantee for each Purchased Assetthe New Notes with SAFE, the applicable Seller shall transfer Parent Guarantor will be required to Buyer deliver an Officer’s Certificate in a form set forth in the Repurchase Price for such Purchased Asset as indentures governing the New Notes attaching a copy of the Repurchase Daterelevant certificate of registration from SAFE and certifying that such copy is true and correct (such registration and delivery of an Officer’s Certificate attaching the SAFE certificate referred to collectively as the “SAFE Completion Event”), 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, thatif after using its best endeavours, with respect the Parent Guarantor is not able to any Repurchase Date that occurs on complete such registration and such non-completion would not affect the second Business Day prior legality and validity of the Parent Guarantee under applicable law, the Parent Guarantor shall be deemed not to be in breach of its obligations relating to the maturity date SAFE Completion Event. Upon the occurrence of a SAFE Noncompliance Event (as defined under below), the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 Parent Guarantor will be required to release make an offer to repurchase all of the Mortgage Asset File relating New Notes at a price in cash equal to a Purchased Asset and execute, acknowledge and deliver to 100% of 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 New Notes issued for repurchase, plus accrued and all other amounts due to Seller under unpaid interest on the related Purchased Asset Documents and (b) such Seller makes the required prepayment principal amount of the underlying Whole Loan in respect New Notes being repurchased to but excluding the date of such Purchased Asset hereunder in accordance with Section 5.02repurchase. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to “SAFE” means the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner State Administration 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 Foreign Exchange of the Repurchase Price therefor shall be remitted to PRC or its local counterparts. “SAFE Noncompliance Event” means 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 non-occurrence of the underlying Whole Loan SAFE Completion Event by 180 SAFE Business Days after the Underlying ObligorOriginal Issue Date. “SAFE Business Day” means a day other than a Saturday, unless one hundred percent (100%) of Sunday or a day on which the net proceeds due in connection with the relevant payoff shall be paid directly SAFE is authorized or obligated by law or executive order to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreementremain closed.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on whereupon the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetMortgage Loan Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may - 42 - occur up to the second Business Day after such Repurchase Date; provided, further, 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 Loan Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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. Notwithstanding the notice periods set forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such repurchase request and (y) one (1) Business Day after the related Repurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerSeller as soon as reasonably possible thereafter. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of DefaultDefault (each as determined by Buyer in its sole discretion), the related Seller cannot shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan all amounts due in respect of such Purchased Asset by the Underlying Obligor, unless if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds due received by Seller in connection with the relevant payoff shall be paid directly to Buyersale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementAgreement in accordance with Article 5.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable 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 such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased AssetDocuments) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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, 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 promptly release to the applicable Seller the Mortgage Purchased Asset File Documents 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, includingAsset and, to the extent any UCC financing statement filed against such 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; 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 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 created by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Maturity Date, the applicable Seller shall repurchase all remaining 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 Underlying Obligor, unless one hundred percent (100%) of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (a) Subject to the Repurchase Date for each Purchased Assetsatisfaction of the conditions and to the terms set forth in paragraph 1(b) below, the applicable Seller shall transfer Company hereby agrees to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Datepurchase from each Selling Stockholder, and pay all amounts due each Selling Stockholder hereby agrees to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement andtransfer, so long as no Event of Default has occurred and is continuingassign, Buyer shall transfer to such Seller such Purchased Assetsell, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to 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 convey and deliver to the related SellerCompany 100% of their right, at such Seller’s sole expensetitle, any and all documents, instruments interest in and agreements necessary to release all security interests in such Purchased Asset, including, to the extent any UCC financing statement filed against number of Repurchase Shares set forth opposite such Seller specifically identifies such Purchased AssetSelling Stockholder’s name on Schedule A hereto. The per share purchase price for each Repurchase Share (the “Per Share Purchase Price”), 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 midpoint between (x) the per share price at which the Selling Stockholders sell the Underwritten Shares to the related Seller, at such Seller’s sole expense, all necessary release documents if Underwriters in the Public Offering and (ay) the Underlying Obligor has paid price at which the entire principal amount Underwriters sell the Underwritten Shares to the public. Subject to adjustment as provided for herein, the aggregate number of Repurchase Shares to be purchased by the Company from the Selling Stockholders shall be 8,185,092, provided that if the Finance Committee authorizes an Adjustment Amount for the Repurchase of additional or fewer Repurchase Shares reasonably prior to the pricing of the underlying Whole Loan and all other amounts due Underwritten Shares pursuant to Seller under the related Purchased Asset Documents and (b) such Seller makes Underwriting Agreement, then the required prepayment aggregate number of Repurchase Shares shall be adjusted with the consent of the underlying Whole Loan in respect of Selling Stockholders to be the number determined by dividing $150.0 million plus or minus such Purchased Asset hereunder in accordance with Section 5.02. Any such transfer or release Adjustment Amount, as applicable, by the Per Share Purchase Price, rounded down to the nearest whole share, and shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to allocated pro rata among the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the applicable SellerSelling Stockholders. Notwithstanding the foregoing, on in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company, is greater than the sum of $150.0 million plus or before minus any Adjustment Amount (the Facility Termination Date“Aggregate Loan Amount”), the applicable Seller aggregate number of Repurchase Shares shall repurchase all Purchased Assets be reduced to a number of shares equal to (i) the Aggregate Loan Amount divided by paying (ii) the Per Share Purchase Price, rounded down to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsnearest whole share. Notwithstanding any provision anything to the contrary contained elsewhere in any Repurchase Documentherein, at any time during prior to the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff pricing of the underlying Whole Loan by Underwritten Shares pursuant to the Underlying ObligorUnderwriting Agreement, unless one hundred percent (100%) with regard to any Selling Stockholder, such Selling Stockholder may, upon notice to the Company given reasonably prior to the pricing of the net proceeds due in connection with Underwritten Shares pursuant to the relevant payoff Underwriting Agreement, elect to decrease the number of shares to be sold pursuant to this Agreement, provided that (i) the total decrease by all Selling Stockholders shall not exceed 2,728,364 shares and (ii) no Selling Stockholder may elect to decrease the number of shares to be paid directly sold by such Selling Stockholder pursuant to Buyer. The portion this Agreement if the Selling Stockholders have already approved an adjustment to the number of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer shares pursuant to reduce any other amounts due and payable to Buyer under this Agreement. (b) The obligation of the Company to purchase and the obligations of the Selling Stockholders to sell the Repurchase Shares in the Repurchase shall be subject to: (i) the execution of the Underwriting Agreement by the Offering Selling Stockholders, the Company and the Representatives (as defined in the Underwriting Agreement), 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; and (ii) the closing of the Incremental Amendment (which the Company will use commercially reasonable efforts to consummate). (c) The closing of the Repurchase (the “Closing”), shall take place simultaneously with or after the closing of the Incremental Amendment and simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ L.L.P., counsel for the Company, or at such other time and place as may be mutually agreed upon by the Company and the Selling Stockholders. Payment for the Repurchase Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Selling Stockholders. Payment for the Repurchase Shares shall be made against delivery to the Company of the Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or otherwise as may be mutually agreed upon by the Company and the Selling Stockholders.

Repurchase. On In the Repurchase Date for each Purchased Assetevent of a breach of any of the warranties set forth above at the Initial Cut-Off Date, Initial Purchase Date, Additional Cut-Off Dates or Additional Purchase Dates (as applicable) which materially and adversely affects the interests of the Issuer or the Noteholders, the applicable relevant Seller shall transfer to Buyer have until the Repurchase Price for such Purchased Asset as end of the Repurchase DateMonthly Period which includes the sixtieth (60th) day (or, 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 if such Seller such Purchased Asset, along with all rights validly transferred to Buyer by elects an earlier date) after the date that such Seller on became aware or was notified of such breach to cure or correct such breach (the Purchase Date thereof, whereupon "Cure Period"). Any such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, breach 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 failure will not be deemed to have simultaneously released its security interest a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on the related Purchased Receivable. If the relevant Seller does not cure or correct such Purchased Asset, shall authorize Custodian to promptly release breach prior to the applicable end of the Cure Period, then such Seller shall repurchase the Mortgage Asset File for Purchased Receivables affected by such Purchased Asset, and Buyer breach from the Issuer on the Payment Date following the expiration of such Cure Period. Any such repurchase shall execute, acknowledge and deliver be at a price equal 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 Discounted Principal Balance of such Purchased Asset from Buyer’s security interest therein; provided, however, that whether or not an Event Receivables as of Default has occurred and is continuing hereunder, Buyer shall be required to release the Mortgage Asset File relating to relevant Repurchase Date (the "Repurchase Amount"). If a Purchased Asset and execute, acknowledge and deliver Receivable does not exist at the time of its purported assignment to the related SellerIssuer, at such Seller’s sole expense, all necessary release documents if (a) the Underlying Obligor has paid relevant Seller shall pay an amount equal to the entire principal deemed amount of the underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and (b) Discounted Principal Balance of such Seller makes the required prepayment non-existent Receivable as of the underlying Whole Loan in respect date 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 payment to the related SellerIssuer 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 Issuer shall have a direct claim against VWFS pursuant to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on Dunyard Receivables Purchase Master Deed for the related Purchase Date, that Buyer is the sole owner repurchase of such Receivables. The Issuer will be entitled to exercise the Clean-Up Call by selling the 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 Receivables for the Repurchase Price therefor shall be remitted to the applicable Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the applicable Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, Clean-Up Call Settlement Amount at any time during when the existence of an uncured Default or Event of Default, the related Seller cannot repurchase a Purchased Asset in connection with a full payoff sum of the underlying Whole Loan Aggregate Discounted Principal Balance for all outstanding Purchased Receivables is less than 10 per cent. of the sum of the Aggregate Initial Cut-Off Date Discounted Principal Balance of the Purchased Receivables provided that the conditions set out in Condition 6.3 for redemption of the Notes are satisfied. In calculating the Clean-Up Settlement Amount, discounting shall be made on the last calendar day of the month in which the Purchased Receivables are sold by the Underlying ObligorIssuer. In addition the risk of losses, unless one hundred percent (100%) if any, shall be taken into account in calculating the Clean-Up Settlement Amount resulting in a fair market value, adjusted for delinquent or defaulted Purchased Receivables. The Clean-Up Call Settlement Amount shall be due immediately on exercise of the net proceeds due in connection with the relevant payoff shall be paid directly to Buyer. The portion of all such net proceeds in excess of the thenClean-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this AgreementUp Call.