Common use of Repurchase Clause in Contracts

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. The Sellers shall repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The Sellers are obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at the Sellers' expense on the related Repurchase Date. b. Provided that no Default 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 Seller release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the Sellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if neither Seller notifies Buyer within five (5) Business Days following notice or termination thereof evidencing the release knowledge of such Purchased Asset from violation that either 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 the applicable Seller's right and obligation to repurchase such Mortgage Loan by paying the related Seller a price to be set by Buyer in its sole discretion (a "Bid"). Such Seller, within five (5) Business Days of receipt of Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Sellers' right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income The Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the Sellers' right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, a. Seller shall transfer repurchase the related Purchased Assets from Administrative Agent on behalf 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 Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such 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 Buyer shall transfer Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to Seller such release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, whereupon Seller agrees to (i) provide Administrative Agent with a copy of a report from the Transaction with respect to related Servicer indicating that such Purchased Asset shall terminate. Buyer has been paid in full or part; (ii) cause to be paid to Administrative Agent from the Deposit Account such portion of the Purchase Price as shall be deemed to have simultaneously released its security interest in payable on the date of receipt of such prepayment; and (iii) provide Administrative Agent a notice specifying each Purchased Asset shall authorize the Custodian that has been so prepaid. With respect to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered being serviced by Third Party Servicers, the Seller and Servicer shall forward to Buyer pursuant to Section 3.01(h)) and, the Deposit Account all payments of principal to the extent received from the underlying obligor and Third Party Servicer. Administrative Agent and Buyers agree to release their respective ownership interests in 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 on any UCC financing statement filed against Business Day by delivering to Administrative Agent a Request for Repurchase and Confirmation no more than once per week unless consented to in writing by Administrative Agent in its sole discretion. If the Seller specifically identifies intends to make such a repurchase, the Seller shall give at least two (2) Business Days’ prior written notice thereof to the Administrative Agent, designating the Purchased AssetAssets to be repurchased, Buyer shall deliver an amendment thereto or termination thereof evidencing which notice is revocable. If such notice is given and is not timely revoked, the release of amount specified in such Purchased Asset from Buyer's security interest therein. Any such transfer or release notice shall be without recourse to Buyer due and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder payable on the related Purchase Datedate specified therein, that Buyer is the sole owner of and, on receipt, such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect amount shall be applied to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shallfor the designated Purchased Assets. e. If the Seller repurchases, at in whole or in part, Purchased Assets on any day that is not the written direction of BuyerRepurchase Date or a Price Differential Payment Date for such Purchased Assets, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets indemnify the Administrative Agent and hold the Administrative Agent harmless from any actual, out-of-pocket, and not imputed, losses, costs and/or expenses which the Administrative Agent sustains or incurs arising from the reemployment of funds obtained by paying the Administrative Agent hereunder or from fees payable to Buyer terminate the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsdeposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). The portion Administrative Agent shall deliver to the Seller a statement setting forth the amount and basis of all determination of any Breakage Costs in such net proceeds in excess detail as determined by the Administrative Agent to be adequate, it being agreed that such statement and the method of the then-current Repurchase Price of the related Purchased Asset its calculation shall be applied by Buyer to reduce any other amounts due adequate and payable to Buyer under this Agreementshall be conclusive and binding upon the Seller, absent manifest error.

Repurchase. On a. Seller shall, at the Buyer's option, upon request, repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer 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 Seller or its designee shall take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer will release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller will (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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. (i) Seller shall repurchase Purchased Mortgage Loans not later than four (4) Business Days following the date of the relevant Transaction, unless Buyer agrees to an extension of the Repurchase Date, and Seller may repurchase Purchased Mortgage Loans without penalty or premium on an earlier date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If Seller intends to make such a repurchase before the Repurchase Date, Seller shall give one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to Seller or their designee of the Purchased AssetMortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Obligations of Seller pursuant to Section 5), free and clear of any security interest, lien, encumbrance or other restrictions created by Buyer, against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Payment Date except as of such otherwise provided herein). Seller is obligated to obtain the Mortgage Files from the applicable Custodian or Buyer or its designee at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists 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). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in the Mortgage Loans (including, the Mortgage Files) at the request of the related Seller upon repurchase of Purchased Mortgage Loans by such Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if the release related Seller does not notify Buyer within five (5) Business Days of such Purchased Asset from Buyer's security interest thereinviolation that it does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate the related Seller’s right and obligation to repurchase such Mortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a “Bid”). 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 within five (5) Business Days of receipt of Buyer’s bid (the extent that good title was transferred and assigned by Seller to Buyer hereunder on “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating the related Purchase Date, that Seller’s right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer is a bid fee equal to $250 (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 “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Purchased Asset received Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or Securities Account Bank after payment of its Affiliate to terminate the Repurchase Price therefor shall, at the written direction of Buyer, be remitted Sellers’ right to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, provided that no Margin Deficit, Default or Event of Default exists or will result from such repurchase (and would not be fully cured after applying the related Repurchase Price in accordance with Section 5.02), Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as (or in the case of such Repurchase Datea Sale and Disposition with respect to an Underlying Asset, and Buyer shall transfer the Net Liquidation Proceeds) to Seller such Purchased Assetthe Waterfall Account pursuant to Section 5.01, whereupon the Transaction with respect to such repurchased Purchased Asset Assets will terminate and the outstanding Repurchase Price for the repurchased Purchased Assets shall terminatebe reduced by the Purchase Price for such Purchased Assets remitted to the Waterfall Account. Subject to the penultimate sentence of this Section 3.05, upon receipt of the Repurchase Price for the related Purchased Assets (which Repurchase Price may be paid with funds received in connection with a Sale and Disposition of related Underlying Assets), Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset and shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to or its designee the extent any UCC financing statement filed against Seller specifically identifies Underlying Asset Documents for such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to the repurchase of such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination DateDate and if no Default or Event of Default exists, the Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, 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. b. The Seller may repurchase any or all of the Purchased Mortgage Loans upon one (1) Business Day’s prior written notice thereof by the Seller to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. Said Repurchase Price shall be accompanied by the Exit Fee described in Section 4.c below in those circumstances when an Exit Fee is payable under Section 4.c below. c. Upon the repurchase of any Purchased Mortgage Loan subject to a Transaction hereunder other than a Purchased Mortgage Loan (x) which the Seller is obligated to repurchase or has the specific right to repurchase pursuant to S▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇▇▇ ▇.▇, Section 10.b(7), Section 11.b, or Section 22 or (y) with respect to which Buyer has advised Seller will not be included in a securitization pursuant to the Program Agreement, the Seller shall pay to the Buyer a fee in an amount equal to 1.00% of the outstanding principal balance of such Mortgage Loan as of the date on which such Repurchase DatePurchased Mortgage Loan is removed (the “Exit Fee”), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, 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 such the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted its Affiliate to terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall ’s right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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. Sellers shall repurchase from Buyer the related Purchased Assets 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, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Buyer or its designee (including the Custodian) then in Buyer’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Buyer in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of such the Repurchase Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Buyer agrees to Seller such release (or permit the release of), as applicable, its ownership interest hereunder in the Purchased AssetMortgage Loans, whereupon or lien on the Transaction with respect to such Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Asset shall terminate. Buyer Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, retransferred by delivery to the extent any UCC financing statement filed against applicable Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests lien, encumbrance or Liens caused by claim of Buyer's actions . Provided that no Default shall have occurred and be continuing, and Buyer has received the applicable Optional Partial Prepayment, Buyer agrees to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or inactions. Any Income Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Buyer agrees to release its lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at applicable Servicer. All amounts on deposit in the written direction of Buyer, REO Subsidiary Accounts shall be remitted to Seller. Notwithstanding the foregoingCollection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, on or before (a) Sellers shall (i) notify Buyer in writing that such Purchased Mortgage Loan has become a REO Property and the Facility Termination Datevalue attributed to such REO Property by Sellers, Seller shall repurchase all Purchased Assets by paying (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the outstanding Repurchase Price therefor representations and all other outstanding Repurchase Obligationswarranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Buyer a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Buyer shall be included in the Market Value of the REO Subsidiary Interests. The portion acquisition of all such net proceeds REO Property by the REO Subsidiary shall result in excess an increase in the value of the then-current Repurchase Price REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the related REO Subsidiary against a decrease in value of the Purchased Asset Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be applied paid by the Buyer to reduce any other amounts due and payable to Buyer under or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Buyer in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, deliver to Buyer a true and complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to any change in Category shall be paid by the Buyer or Sellers, as applicable.

Repurchase. On the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from the Administrative Agent on behalf of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent, Group Agents or any 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). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from the Administrative Agent on behalf of Buyers or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and Buyer shall transfer each Group Agent has received its Buying Group’s ratable portion of the related Repurchase Price (based upon the portion of the Purchase Price funded by such Group Agent for such Transaction) upon repurchase of the Purchased Mortgage Loans by the related Seller, Administrative Agent and Buyers agree to Seller release their ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Administrative Agent and Group Agents with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to each Group Agent, within two Business Days, its Buying Group’s portion of the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent and Group Agents a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed Administrative Agent and Buyers agree to have simultaneously released its security release their ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, a. Seller shall transfer repurchase the related Purchased Mortgage Loans 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 such the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Administrative Agent shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent for the Transaction benefit of Buyers, within two Business Days, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 a. Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Assets 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, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Administrative Agent or its designee (including the Custodian) then in Administrative Agent’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent for the benefit of Buyers in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of such the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to such any Purchased Asset Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall terminate. Buyer have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have simultaneously released its security interest their respective interests hereunder in such the Purchased Asset Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, be retransferred by delivery to the extent any UCC financing statement filed against applicable Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests lien, encumbrance or Liens caused by Buyer's actions claim of Administrative Agent or inactionsthe Buyers. Any Income Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at applicable Servicer. All amounts on deposit in the written direction of Buyer, REO Subsidiary Accounts shall be remitted to Sellerthe Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (a) Sellers shall (i) notify Administrative Agent in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Administrative Agent a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Administrative Agent shall be included in the Market Value of the REO Subsidiary Interests. Notwithstanding The acquisition of such REO Property by the foregoingREO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or before the Facility Termination DateSellers as applicable, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Administrative Agent in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, deliver to Administrative Agent a true and complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or Sellers, as applicable.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(f). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If the Purchased Mortgage Loans repurchased are TPO Mortgage Loans, such notice shall be given on or before 3:00 p.m. (New York time) one (1) Business Day prior to the Repurchase Date. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date Date, termination of the Transaction will be effected by reassignment to the applicable Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. With respect to Purchased Mortgage Loans that are TPO Mortgage Loans for each which the Takeout Investor is New Century Mortgage Corporation, the Disbursement Agent shall issue a new Trust Receipt and the Repurchase Price shall be transferred on or before 3:00 p.m. (New York time) on the Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Payment Date except as of such otherwise provided herein). The Sellers are obligated to obtain the Mortgage Files from Buyer or its designee at the Sellers’ expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 Seller such free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementException Mortgage Loan.

Repurchase. (i) Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller may, in connection with the sale or other disposition of any Underlying Asset subject to Transactions hereunder, cause the removal LEGAL02/44639412v17 of such Underlying Asset from the related Purchased Asset without penalty, fee or premium on any date (an “Optional Repurchase”). The Repurchase Price payable with respect to any such Underlying Asset shall be reduced by any Income applied as provided in clause (ii) below. If Seller intends to make such an Optional Repurchase, Seller shall deliver written notice in the form of Exhibit B attached hereto to Administrative Agent, designating the Underlying Assets to be subject to such Optional Repurchase. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Underlying Assets. Immediately following receipt of the related Repurchase Price by Administrative Agent for the benefit of the applicable Buyers, the related Underlying Asset shall cease to be subject to this Agreement and the other Facility Documents, and Administrative Agent and Buyers shall be deemed to have released all of their Liens and other interests in such Underlying Assets and all Repurchase Assets relating solely to such Underlying Assets without further action by any Person. (ii) On the Repurchase Date for each with respect to any Purchased Asset or Underlying Asset, Seller shall repurchase such Purchased Asset or Underlying Asset, as applicable, and termination of the Transaction will be effected by reassignment to Seller or its designee of such Purchased Asset (or release by Administrative Agent on behalf of the Buyers of its Liens and other interests in such Underlying Asset and all Repurchase Assets relating solely to such Underlying Asset) (and any Income in respect thereof received by Administrative Agent on behalf of ▇▇▇▇▇▇ not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 hereof) against the simultaneous transfer of the applicable Repurchase Price to Buyer an account of Administrative Agent maintained for the benefit of Buyers. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Underlying Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Assets except as otherwise provided herein). Seller Parties are obligated to obtain the Asset as of such Files from Custodian at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 (i) Seller may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, that a Purchased Asset may be released by Buyer to the extent Seller delivers 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 Seller repurchases a Purchased Asset on any day which is not the Repurchase Date for each such Purchased AssetAsset (an “Early Repurchase”), Seller shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Seller shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. Notwithstanding the foregoing, Buyer, in its sole and reasonable discretion, may waive, in full or part, any Breakage Costs owed by Seller. (iii) With respect to each Transaction, the Repurchase Date for such Transaction shall be the then effective Transaction Termination Date. On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Assets (and any Income in respect thereof received by ▇▇▇▇▇ not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 hereof) that were sold in such Transaction against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller’s obligation to repurchase on the Transaction Termination Date exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as of such otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 related Seller shall transfer to Buyer the Repurchase Price (as of such date) for such Purchased Asset as of such Repurchase Dateand related Records (if any), and Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against 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 ’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Sellersuch Seller that, 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 Securities Waterfall Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, shall be remitted to the related Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the related Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds received by Buyer 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. Seller shall repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer 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 Purchased Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within one (1) Business Day, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, 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 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 as of such Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Assets, 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 LEGAL02/41326134v4 deliver such 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 AssetMortgage Loan, whereupon Seller agrees to promptly remit (or cause to be remitted) to Administrative Agent for the Transaction 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 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 shall terminate. Buyer Value on account of the related GNMA EBO shall be deemed decreased to have simultaneously released its security interest in zero and Seller shall immediately repurchase such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, GNMA EBO prior to the extent conversion of the GNMA EBO to a real estate owned property. d. If prior to any UCC financing Price Differential Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement filed against Seller specifically identifies such Purchased Assetidentifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Buyer shall deliver an amendment thereto or termination Administrative Agent may give prompt notice thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to the extent that good title was transferred benchmark rate (if any) incorporated therein) and assigned (ii) zero, together with any proposed Successor Rate Conforming Changes, as determined by Seller to Buyer hereunder on the related Purchase DateAdministrative Agent in its sole discretion (any such rate, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 Agreementa “Successor Rate”).

Repurchase. On each Repurchase Date: (a) the Association shall pay to the Lender an amount equal to the amount of the Repurchase Date for each Purchased Asset, Seller Proceeds received by it on that Repurchase Date; (b) the principal amount of the Loan shall transfer to Buyer be irrevocably reduced by the amount of the Repurchase Price Principal for such Purchased Asset as that Repurchase Date; and (c) subject to the payment required by paragraph (a) being made and received by the Lender, the payment obligations of the Association under or pursuant to the Finance Documents in respect of the Loan (including in relation to any accrued and unpaid interest and other amounts payable) and relating to those Repurchase Securities on such Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest be satisfied in such Purchased Asset shall authorize full. If after a Repurchase Date the Custodian Association is to release to Seller receive any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer Repurchase Make-up Interest from the Issuer in cash pursuant to Section 3.01(h)) andthe Securities Terms and Conditions, the Issuer shall transfer to the extent Lender the amount of any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing Repurchase Make-up Interest on the release of date that such Purchased Asset from Buyer's security interest thereinRepurchase Make-up Interest is received by it under the Securities Terms and Conditions. Any such transfer or release shall be without recourse to Buyer If and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred any Repurchase Make-up Interest to be received by the Association from AEGON pursuant to the Securities Terms and assigned Conditions is received in the form of Securities Scrip Interest rather than in cash, the Association shall pay or transfer to the Lender such Securities Scrip Interest. If a Tax Deduction is required to be made by Seller AEGON in respect of Repurchase Proceeds or Repurchase Make-up Interest paid to Buyer hereunder on the related Purchase DateAssociation under the Securities Terms and Conditions and such Tax Deduction is made, that Buyer is then (a) the sole owner Association shall pay to the Lender the amount actually received by it from AEGON net of such Purchased AssetTax Deduction, free and clear (b) the Association shall assign to the Lender its refund claim in respect of any other interests or Liens caused by Buyer's actions or inactions. Any Income such Tax Deduction in accordance with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment the provisions of the Repurchase Price therefor shall, at the written direction Subclause 9.3 (Assignment of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementRefund Claim).

Repurchase. On (i) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. In addition, Sellers may repurchase Purchased AssetAssets without penalty or premium on any date. If Sellers intend to make such a repurchase, Seller Sellers shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Assets to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Remittance Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of such the Purchased Assets from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Sellers. The Purchased Assets (including the Repurchase Assets related thereto) shall transfer be delivered to Seller such Sellers or their designees free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Asset, whereupon Sellers agree to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer agrees to release its ownership interest in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. Any Repurchase Price remitted to Buyer, including any amount paid by any third party in connection with a Purchased Asset, shall be deemed to have simultaneously released its security interest deposited in such Purchased Asset shall authorize an account maintained by Buyer or with the Custodian for the benefit of the Buyer. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to release to Seller any and all documents and instruments related to such Sellers or their designee of the Purchased Assets (such as those which may have been delivered and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to Buyer the obligations of, Sellers pursuant to Section 3.01(h)6) and, to against the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such simultaneous transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction 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 remitted applied to Seller. Notwithstanding reduce the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all for such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by on each Repurchase Date except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer to reduce any other amounts due and payable to Buyer under this Agreementat Sellers’ expense on the Repurchase Date.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall transfer be delivered to Seller such free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to promptly remit but in no event later than two (2) Business Days (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyermay, except that Buyer shall represent in its sole discretion but with prior written notice to Seller, 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 the extent that good title was transferred and assigned by Seller to notify Buyer hereunder on the related Purchase Date, that Buyer is the sole owner within five (5) Business Days following notice of such Purchased Assetviolation that Seller does not want to receive a bid for such Mortgage Loan as described below, free Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and clear 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 after receipt of any other interests Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or Liens caused by Buyer's actions or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income with respect to such Purchased Asset received amount paid by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted its Affiliate to terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall ’s right and obligation to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 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, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 one (1) Business Day of receipt of Buyer's security interest therein’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted its Affiliate to terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall ’s right and obligation to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists 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). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at such Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in the Mortgage Loans (including, the Mortgage Files) at the request of the related Seller upon repurchase of Purchased Mortgage Loans by such Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if the release related Seller does not notify Buyer within five (5) Business Days of such Purchased Asset from violation that it does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate the related Seller's right and obligation to repurchase such Mortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a "Bid"). The related Seller, within five (5) Business Days of receipt of Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on terminating the related Purchase Date, that Seller's right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer is a bid fee equal to $250 (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 "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Purchased Asset received Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or Securities Account Bank after payment of its Affiliate to terminate the Repurchase Price therefor shall, at the written direction of Buyer, be remitted Sellers' right to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, 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). Seller is obligated to repurchase and take physical possession of such the Purchased Assets from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Event of Default 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 release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller and concurrently with such Purchased Assetrelease, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest has been paid in full or part, (ii) pay to Buyer the portion of the Repurchase Price payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest that has been prepaid. With respect to Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests being serviced by Third Party Servicers, the 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, Mezzanine Loans or Mezzanine Loan Junior Interests which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the second preceding sentence, and concurrently with such release, Buyer shall be deemed to have transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer. d. The Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day. If the Seller intends to make such a repurchase or Purchase Price Decrease, the Seller shall give two (2) Business Days' prior written notice thereof to the Buyer, designating the Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests to be repurchased, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date. If such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. Buyer agrees to release its ownership interest in Purchased Assets, or release its security interest in the Mezzanine Loans and Mezzanine Loan Junior Interests, immediately upon receipt of such Purchased Asset Repurchase Price, and concurrently with such release, Buyer shall authorize the Custodian be deemed to release to Seller any and all documents and instruments related to have transferred its ownership interest in such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer e. If the Seller repurchases, in whole or in part, or causes a Purchase Price Decrease with respect to, Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests on any UCC financing statement filed against Seller specifically identifies day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased AssetAssets, Buyer the Seller shall deliver an amendment thereto or termination thereof evidencing indemnify the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or warranty incurs arising from the reemployment of funds obtained by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on or from fees payable to terminate the related Purchase Datedeposits from which such funds were obtained, that Buyer is in each case for the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment remainder of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the thenapplicable 30-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.day period ("Breakage Costs"

Repurchase. On With respect to each Transaction, the Repurchase Date for each such Transaction shall be the earlier to occur of (i) the then-effective Facility Termination Date, or (ii) the applicable “Aging Limit” for the related Repurchased Asset as set forth in the Pricing Side Letter, which shall be confirmed in the Transaction Confirmation delivered by Buyer to Seller. On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Assets against the simultaneous transfer of the Repurchase Price to an account of Buyer; provided, however, that with respect to any Purchased Asset sold to a Takeout Investor, so long as no Event of Default has occurred or is continuing and Buyer has received at least the full Purchase Price for such Purchased Asset, all Liens of Buyer in such Purchased Asset shall be deemed released and of no further force and effect. For the avoidance of doubt, with respect to any Purchased Asset if any remaining Pricing Differential remains due and owing as of the related Repurchase Date, Seller shall transfer pay such amount in full on the next Payment Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation with respect to any Purchased Asset (but liquidation proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as of such otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. 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, 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 such the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. Prior to a Default or Event of Default, Seller may elect to repurchase any Purchased Asset by providing written notice to Buyer in the form of electronic communication. In addition to the foregoing, Buyer, with at least 30 days’ notice, may terminate any Transaction then outstanding and require that Seller repurchase any Purchased Assets related to such Transaction. b. Provided that no Default has occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to 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 such Purchased Assetagrees to remit to Buyer, whereupon within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank prepaid in full after payment receipt of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementPrice.

Repurchase. On (a) Seller shall repurchase the related Purchased Assets and/or related Underlying Assets (or portions thereof relating to individual Mortgaged Properties) from Buyer on each related Repurchase Date at the related Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release). Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Underlying Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release) for such Underlying Asset on each related Repurchase Date with any excess remitted to Seller unless a Default or Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Assets (and the related Underlying Assets) from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. (b) Seller may terminate any Transaction or portion thereof with respect to any or all Purchased Asset or individual Underlying Assets or Mortgaged Properties related thereto and repurchase such Purchased Assets (or portions thereof) and the related Underlying Assets on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that; (1) Seller notifies Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Underlying Asset(s) (or portions thereof) to be repurchased and Seller’s calculation of the Repurchase Price (or Allocated Repurchase Price, as applicable) thereof; (2) contemporaneously with such termination, Seller pays to Buyer via the applicable Collection Account (A) if such repurchase occurs prior to the occurrence of a Utilization Threshold Trigger Event, the related Repurchase Price (or Allocated Repurchase Price, as applicable), in full, or (B) if such repurchase occurs following the occurrence of a Utilization Threshold Trigger Event, the greater of (x) the related Repurchase Price (or Allocated Repurchase Price, as applicable) and (y) 100% of the Sale Proceeds with respect to such Underlying Asset (or portions thereof) or related Mortgaged Property; (3) unless Seller is repurchasing all Purchased Assets in full, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default exists or would exist as a result of such repurchase; (4) [reserved]; (5) Seller thereafter complies with Section 4(c) hereof; (6) in the case of a Mortgaged Property Release or the release of any individual REO Property, (x) either (1) except with respect to the release of an individual REO Property, Buyer shall have consented in writing to the release of such Mortgaged Property from the Underlying Asset or (2) such Mortgaged Property Release or release of such individual REO Property is required or permitted by the related Loan Documents, and (y) the related Underlying Asset is, after giving effect to the release of the repurchased Mortgaged Property or Mortgaged Properties (or individual REO Property, as applicable), in compliance with the applicable representations and warranties set forth on Schedule 1-A or 1-B hereto, as applicable; and (7) in connection with a Mortgaged Property Release or the release of such individual REO Property, Seller thereafter delivers to Buyer or the Custodian a copy of the updated Mortgage or partial release of Mortgage or REO Deed, as applicable, that will be delivered to the recording office for each Purchased such Underlying Asset reflecting the removal of the released Mortgaged Property, and thereafter, a copy of the recorded Mortgage or partial release promptly upon receipt thereof from the applicable recording office. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week (excluding any Mandatory Early Repurchases or repurchase required pursuant to Section 15). (c) With respect to payments in full by the related Mortgagor of an Underlying Asset, Seller shall transfer promptly (and in any event within one (1) Business Day) provide Buyer with a copy of a report from Servicer indicating that such Underlying Asset has been paid in full, and promptly remit to Buyer the applicable Collection Account the positive difference (if any) of the Repurchase Price for due with respect to the Purchased Asset related to such Underlying Asset over the prepayment amount remitted to the applicable Collection Account pursuant to Section 7(d). (d) Upon Buyer receiving (i) prior the occurrence and continuation of an Event of Default, the related Repurchase Price or Allocated Repurchase Price, as applicable, or (ii) upon the occurrence and continuation of an Event of Default, the greater of (A) all Obligations allocable to the related Underlying Asset(s) and (B) all proceeds received with respect to the satisfaction, sale or other disposition of the related Underlying Asset (if applicable), in connection with the repurchase of a Purchased Asset (or the release of Underlying Assets allocable to such Purchased Asset), Buyer agrees to release any interest (including its ownership interest and any security interest) hereunder in such Purchased Asset and/or Underlying Assets, as applicable. Upon repurchase of such Repurchase Dateall Purchased Assets and the payment in full of all of unpaid Obligations (other than unmatured indemnification Obligations), Seller may elect to terminate this Agreement without prepayment premium, fee or penalty, and Buyer shall transfer deliver to Seller such Purchased Assettermination statements and other documents necessary or appropriate to evidence the termination of any Liens securing payment of the Obligations, whereupon all at the Transaction expense of Seller. (e) Buyer may, in its sole and absolute discretion, initiate the termination of the Funding Period by delivering six (6) months’ prior written notice of the termination of the Funding Period to Seller. (f) Upon written notice from Buyer to Seller that the Asset Margin Base with respect to such Purchased any Underlying Asset shall terminate. Buyer shall be deemed has been reduced to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Datezero, Seller shall repurchase all Purchased Assets by paying to Buyer such Underlying Asset in accordance with the outstanding timing set forth in Section 6(b) hereof (such repurchase, a “Mandatory Early Repurchase” and the date of such repurchase, a “Mandatory Early Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent or any 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). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyers or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and Buyer shall transfer Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans by the related Seller, Buyers agree to Seller release their ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed Buyers agree to have simultaneously released its security release their ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 a. Seller shall repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer Administrative Agent, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent 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 such the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller such free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 (i) Seller 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 Seller delivers 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 Seller repurchases a Purchased Asset on any day which is not the Repurchase Date for each such Purchased AssetAsset (an “Early Repurchase”), Seller shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Seller shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) 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 Seller or its designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any 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 such otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. Seller shall repurchase each Purchased Asset from Administrative Agent on the applicable Repurchase Date at the Repurchase Date Price for each such Purchased Asset, Seller . Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall 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 such the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense one Business Day after the related Repurchase Date. Provided that no Default shall have occurred and is continuing, Seller may elect to repurchase any Purchased Asset at any time by providing the necessary documentation to identify the Purchased Assets, Repurchase Date and Repurchase Price to be remitted for each Purchased Mortgage Loan . - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.22 b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyer shall transfer agrees to release their respective ownership interests hereunder in the Purchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon and (ii) remit to Administrative Agent, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans. Administrative Agent and Buyer shall be deemed agrees to have simultaneously released its security release their respective ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment (ii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. (i) Seller may repurchase Purchased Assets without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Assets in accordance with this Section 3(e) and Section 4 of this Agreement; provided that, notwithstanding anything to the contrary herein, (a) Seller shall not be permitted to repurchase any Purchased Asset hereunder unless, in each case, the Bond Ratio Requirement would be satisfied after giving effect to such repurchase, and (b) in connection with any repurchase relating to any sale of any Purchased Assets to a third party or any financing of any Purchased Assets, [*] of the net sales or financing proceeds relating to such Purchased Assets shall be paid to Buyer and applied in accordance with priority (8) of Section 5(a) hereof to reduce the aggregate Repurchase Price of the Purchased Assets until the aggregate Purchase Price of all Purchased Assets has been reduced to zero, in each case, unless otherwise agreed by ▇▇▇▇▇ in writing in its sole and absolute discretion. Any repurchase of Purchased Assets may occur simultaneously with a sale of the Purchased Asset to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Assets at least [*] prior to the applicable Repurchase Date. (iii) Buyer shall exercise any and all Voting Rights with respect to the Purchased Assets. (iv) On the Repurchase Purchase Date for each Purchased Asset, Seller shall transfer and subject to Buyer the Repurchase Price for such Purchased Asset as satisfaction of such Repurchase Dateall applicable conditions precedent in Article 6, (a) ownership of and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect title to such Purchased Asset shall terminate. be transferred to and vest in Buyer shall be deemed or its designee against the simultaneous transfer of the Purchase Price to have simultaneously released its security the account of Seller, and (b) Seller hereby sells, transfers, conveys and assigns to Buyer all of Seller’s right, title and interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Asset. The Voting Rights are not severable from or to be separated from the Purchased Assets under this Agreement, and such Voting Rights constitute (such as those which may have been delivered to Buyer pursuant to 1) “related terms” under this Agreement within the meaning of Section 3.01(h)101(47)(A)(i) and, of the Bankruptcy Code and/or (2) a security agreement or other arrangement or other credit enhancement related to the extent any UCC financing statement filed against Seller specifically identifies such Purchased AssetProgram Documents. (v) On the Repurchase Date, subject to the conditions set forth herein, Buyer shall sell and deliver an amendment thereto to Seller or termination thereof evidencing its designee, the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release Assets, and the Transactions hereunder shall be without recourse to Buyer and without representation or warranty by Buyerterminate, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned upon simultaneous payment by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shallby wire to an account designated by Buyer in writing, at together with all accrued and unpaid Price Differential with respect to all Purchased Assets up to and including such Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the written direction related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset. (vi) In addition to any other rights and remedies of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination DateBuyer hereunder, Seller shall immediately repurchase any Purchased Asset that no longer qualifies as an Eligible Asset. USActive 58893110.158893110.5 (vii) Seller hereby further covenants and agrees to use best efforts to repurchase in full all Purchased Assets by paying to Buyer consisting of Class A4 Notes no later than [*] following the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 AgreementClosing Date.

Repurchase. On the Repurchase Date for each Purchased Asset, vi. Each Seller shall transfer repurchase the related Purchased Assets from Administrative Agent for the benefit of Buyers on each related Repurchase Date. In addition, each Seller may repurchase Purchased Assets or effect an Optional Repurchase with respect to Buyer Purchased Assets or Contributed Mortgage Loans without penalty on any date. If a Seller intends to make such a repurchase, such Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the Purchased Assets or Contributed Mortgage Loans to be repurchased and to the extent the Purchased Asset or Contributed Mortgage Loan is being sold to a third party, the requested price therefor. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset or Contributed Mortgage Loan (but foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset or Contributed Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). To the extent the Repurchase Price is being satisfied in connection with a sale of the related Purchased Asset or Contributed Mortgage Loan to a third party, the Administrative Agent shall have (x) a right of first refusal with respect to such sale and (y) to the extent the sales price is less than 103% of the Repurchase Price, such sales price or securitization proceeds (including the value of any retained interests) shall be approved by the Administrative Agent which such approval shall not be unreasonably withheld or delayed. Each Seller is obligated to (i) repurchase and take physical possession of the Purchased Assets or Contributed Mortgage Loans from Administrative Agent or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date and (ii) XXXXXXXXXXXXXXXXXXXXXXXXXXXX of (x) the Repurchase Date and (y) the Termination Date. vii. Subject to Section 14(r) and the repurchase conditions set forth in Section 4(a) hereof, when the Contributed Mortgage Loans or Purchased Assets, as applicable, supporting a portion of the Purchase Price of the Transaction related to the Contributed Mortgage Loans or Purchased Assets are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent of the Allocated Repurchase Price attributable to such Contributed Mortgage Loans in order to prepay the applicable Allocated Repurchase Price (an “Optional Repurchase”) in an amount equal to the applicable Allocated Repurchase Price on each date such Purchased Assets or Contributed Mortgage Loans, as applicable, are desired to be repurchased, sold or otherwise liquidated (each, an “Optional Repurchase Date”). Such payment shall serve as a partial prepayment of the Repurchase Price in connection with the Transaction in respect of such Purchased Assets or Contributed Mortgage Loans, as applicable. The applicable Seller shall pay the Allocated Repurchase Price and take (or cause its designee to take) physical possession of the Purchased Assets or Contributed Mortgage Loans, as applicable, from the Transaction Subsidiary or its designee (including the Custodian) at such Seller’s expense on the related Optional Repurchase Date. Immediately following such payment, the related Purchased Asset or Contributed Mortgage Loan, as applicable, shall cease to be subject to this Agreement and the other Program Agreements, and Buyer Administrative Agent shall transfer be deemed to have released all of its Liens, claims and interests in such Purchased Asset or Contributed Mortgage Loan, as applicable, without further action by any Person and shall direct Custodian to release the related Asset File to such Seller or its designee pursuant to the Custodial Agreement. viii. Provided that no Event of Default shall have occurred and is continuing or will be cured upon such repurchase, and Administrative Agent has received the related Allocated Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Assets, Administrative Agent and Buyers will each be deemed to have released their respective Liens, claims and interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of the applicable Seller. The Purchased Assets (including the Repurchase Assets related thereto) shall be delivered to such Seller free and clear of any Lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased Asset, whereupon each Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any their respective Liens, claims and all documents and instruments related to such interests in Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) andprepaid in full after receipt of evidence of compliance with the immediately preceding sentence. ix. For the avoidance of doubt, notwithstanding that the Maximum Aggregate Purchase Price may be repaid in full, this Agreement shall remain in full force and effect to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementObligations remain outstanding.

Repurchase. (i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give written notice thereof to Buyer through the EverBank Warehouse Electronic System in accordance with the EverBank Warehouse Customer Guide, designating the Purchased Mortgage Loans to be repurchased and providing such other information required pursuant thereto. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date for each Date, Seller’s repurchase of the subject Purchased AssetMortgage Loans will be effected by reassignment to Seller or its designee of such Purchased Mortgage Loans (including the related Servicing Rights and any Income in respect thereof received by Buyer not previously credited or transferred to, Seller or applied to the Obligations of, Seller) 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 Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan except as otherwise provided herein). Seller shall comply with all of the provisions of the EverBank Warehouse Customer Guide and the Custodial Agreement in order to effectuate a repurchase hereunder. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller’s expense on the Repurchase Date or such Repurchase Date, and Buyer shall transfer other date as agreed to Seller such Purchased Asset, whereupon by the Transaction with respect to such Purchased Asset shall terminateparties. Buyer All repurchases effected on any Business Day shall be deemed to have simultaneously released its security interest reflected in the Daily Activity Report for such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementBusiness Day.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the Purchased Certificate from Buyer on the Termination Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Contributed Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for the Purchased Certificate on each Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Certificate from Buyer or its designee (including the Custodian) at Seller’s expense on the Termination Date. In addition, Seller may repurchase the Purchased Certificate or effect an Optional Repurchase without penalty or premium, but subject, with respect to the situations set forth in Section 3.2 of the Pricing Side Letter, to the Exit Fee, on any date pursuant to Section 4.b below. b. When any Contributed Mortgage Loans are desired by Seller to be sold or otherwise liquidated, Seller shall give Buyer at least one (1) Business Day’s prior written notice thereof designating the applicable Contributed Mortgage Loans and specifying the net sale proceeds expected from such Purchased Asset as sale and shall make payment to Buyer of the Allocated Repurchase Price attributable to such Contributed Mortgage Loans plus any Exit Fee due (an “Optional Repurchase”) on each date such Contributed Mortgage Loans are desired to be sold or otherwise liquidated (each, an “Optional Repurchase Date”). Such payment shall serve as a partial prepayment of the Repurchase Price in respect of the Purchased Certificate. Provided that no Default shall have occurred and is continuing, and (i) the applicable Allocated Repurchase Price due Buyer has been deposited in the Pass-Through Trust Account and (ii) the applicable Exit Fee due Buyer has been deposited in the account set forth in Section 9 hereof, Buyer agrees to permit the release from the Pass-Through Trust Trustee for the Pass-Through Trust of the related Contributed Mortgage Loans (and release its lien on the related Contributed Mortgage Loans and the Repurchase Assets related thereto) at the request of Seller. In addition, if the Buyer either terminates this Agreement without cause or has indicated that it will no longer enter into new Transactions, the Seller shall have the immediate right to repurchase the Purchased Certificate by providing written notice to the Buyer and depositing the Repurchase Price and all other Obligations that are owing in the account set forth in Section 9 hereof (such a repurchase, a “Seller Repurchase”). Upon the Repurchase Price for the Purchased Certificate and all other Obligations that are owing being deposited in the account set forth in Section 9 hereof, the Contributed Mortgage Loans shall be released from the Pass-Through Trust Trustee for the Pass-Through Trust and the Buyer’s lien on the Repurchased Assets shall immediately be released. The Seller will not owe any Exit Fee in connection with a Seller Repurchase. c. Provided that no Event of Default shall have occurred and be continuing, and Buyer shall transfer has received the related Repurchase Price and satisfaction of all Obligations related to Seller such Purchased Assetthe Contributed Mortgage Loans being repurchased, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian agrees to release to Seller any and all documents and instruments its ownership interest hereunder in the related to such Purchased Assets (such including its lien on the Contributed Mortgage Loans and Repurchase Assets related thereto) at the request of Seller. The applicable Purchased Assets (and the Contributed Mortgage Loans and Repurchase Assets related thereto, as those which may have been delivered to Buyer pursuant to Section 3.01(h)applicable) and, shall be retransferred by delivery to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer's security interest thereinSeller. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after Following payment of the Repurchase Price therefor shalland the satisfaction of all Obligations hereunder, at Buyer shall return the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all original Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor Certificate and all other outstanding applicable transfer documents to the Seller, and shall release its lien on the Repurchase Obligations. 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 AgreementAssets.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 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 as of such Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, 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 transfer 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 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 AssetMortgage Loan, whereupon Seller agrees to promptly remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. Prior to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Datea GNMA EBO becoming a real estate owned property, Seller shall repurchase all Purchased Assets by paying to Buyer (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the then-current Repurchase Price Asset Value on account of the related Purchased Asset GNMA EBO shall be applied by Buyer decreased to reduce any other amounts due zero and payable Seller shall immediately repurchase such GNMA EBO prior to Buyer under this Agreementthe conversion of the GNMA EBO to a real estate owned property.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that Buyer has received the related Repurchase Price upon repurchase of all of the Purchased Mortgage Loans, and Buyer shall transfer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such 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 Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset Asset, shall authorize the Custodian to release to Seller any and all documents and instruments related to the Purchased Asset Documents for such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's ’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused created by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Waterfall Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the Facility Termination CMBS Purchased Asset Maturity Date, 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. 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) The Repurchase Price for each Purchased Mortgage Loan shall be payable in full upon the earliest to occur of (a) the Repurchase Date of the Pledged Mortgage Loan; (b) the occurrence of any Repurchase Acceleration Event or (c) the expiration or termination of this Agreement. While it is anticipated that Seller will repurchase each Purchased Mortgage Loan on its related Repurchase Date, Seller may repurchase any Purchased Mortgage Loan without penalty or premium on any date prior thereto (such an event, an “Early Repurchase”). The Repurchase Price payable for the Early Repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5.5. If Seller intends to make an Early Repurchase, Seller shall give at least one (1) Business Day prior written notice thereof to Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (b) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased AssetMortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5.5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset as of such Mortgage Loan). Seller is obligated to obtain the Collateral Documents from Custodian at Seller’s expense on the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. Seller shall repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer Administrative Agent, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent 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 such the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests 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 Seller such free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. (i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage Loans in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date. (iii) On the Repurchase Date for each Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased AssetMortgage Loans, and the Transactions hereunder shall terminate, upon simultaneous payment by Seller shall transfer by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all accrued and unpaid Price for such Differential with respect to all Purchased Asset as of Mortgage Loans up to and including such Repurchase Date, whether or not such Price Differential is then due and Buyer payable, and, upon such payment, such accrued Price Differential shall transfer be deemed paid in full as of the related Repurchase Date. Such obligation to Seller such Purchased Asset, whereupon the Transaction repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to such any Purchased Asset shall terminate. Buyer shall be deemed Mortgage Loan. (iv) In addition to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by rights and remedies of Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Datehereunder, Seller shall immediately repurchase all any Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 AgreementMortgage Loan that no longer qualifies as an Eligible Mortgage Loan.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 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, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 one (1) Business Day of receipt of Buyer's security interest therein’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted its Affiliate to terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall ’s right and obligation to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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. Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each without penalty or premium. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds as well as principal payments and margin payments received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan and such deductions shall be accounted for on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer shall transfer immediately terminate and release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). With respect to Seller payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days of such Seller’s receipt from the Transaction Servicer of cash proceeds of any such Mortgagor’s payment in connection with a Purchased Mortgage Loan, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Sellers fail to notify Buyer within five (5) Business Days following notice or termination thereof evidencing the release knowledge of such Purchased Asset from violation that Sellers do not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Sellers’ right and obligation to repurchase such Mortgage Loan by paying Sellers a price to be set by Buyer in its sole discretion (a “Bid”). Sellers, within five (5) Business Days of receipt of Buyer's security interest therein’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Sellers’ right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release Sellers shall be without recourse pay Buyer a bid fee equal to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to $250 (the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers’ right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 Seller such free and clear of any lien, encumbrance or claim not permitted under paragraph (j) of Schedule 1 hereto. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from Buyer's security interest thereinviolation 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”). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, 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 and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $250 (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 “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, 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 such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in clause (vi) or clause (vii) of the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement to the extent related to such repurchase and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer (i) shall be deemed to have simultaneously released its security interest in such Purchased Asset Asset, (ii) shall authorize the Custodian to release to Seller any and all documents and instruments related to the Asset Documents for such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) Asset, if any, and, (iii) to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's ’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens (other than Permitted Liens) caused by Buyer's ’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer and any Affiliated Hedge Counterparty the outstanding Repurchase Price therefor and therefor, all other outstanding Repurchase Obligations. The portion of Obligations and all such net proceeds in excess of the then-current Repurchase Price of related amounts due to any Affiliated Hedge Counterparty under the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Interest Rate Protection Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from Buyer's security interest thereinviolation 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”). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, 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 extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $150 (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 “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 (i) Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetAssets without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Assets to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Remittance Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Assets (including the Repurchase Assets related thereto) shall transfer be delivered to Seller such free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Asset, whereupon Seller agrees to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer agrees to release its ownership interest in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. Any Repurchase Price remitted to Buyer, including any amount paid by any third party in connection with a Purchased Asset, shall be deemed to have simultaneously released its security interest deposited in such Purchased Asset shall authorize an account maintained by Buyer or with the Custodian to release for the benefit of the Buyer. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller any and all documents and instruments related to such or its designee of the Purchased Assets (such as those which may have been delivered and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to Buyer the obligations of, Seller pursuant to Section 3.01(h)6) and, to against the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such simultaneous transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction 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 remitted applied to Seller. Notwithstanding reduce the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all for such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by on each Repurchase Date except as otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer to reduce any other amounts due and payable to Buyer under this Agreementat Seller’s expense on the Repurchase Date.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall transfer be delivered to Seller such free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to promptly remit but in no event later than two (2) Business Days (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to prepaid in full after receipt of evidence of compliance with the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 a. Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Assets 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, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Administrative Agent or its designee (including the Custodian) then in Administrative Agent’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent for the benefit of Buyers in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of such the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to such any Purchased Asset Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall terminate. Buyer have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have simultaneously released its security interest their respective interests hereunder in such the Purchased Asset Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, be retransferred by delivery to the extent any UCC financing statement filed against applicable Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests lien, encumbrance or Liens caused by Buyer's actions claim of Administrative Agent or inactionsthe Buyers. Any Income Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at applicable Servicer. All amounts on deposit in the written direction of Buyer, REO Subsidiary Accounts shall be remitted to Seller. Notwithstanding the foregoing, Collection Account on or before each Payment Date in accordance with the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess terms 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 applicable Subsidiary Agreement.

Repurchase. On If the Repurchase Date for each Purchased Assetbreach shall involve a representation or warranty set forth in Section 3.02, Seller Countrywide may, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If Countrywide has no Qualified Substitute Mortgage Loan, it shall transfer repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to Buyer the provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for such Purchased Asset as distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such Repurchase Daterepurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, Purchaser and Buyer Countrywide shall transfer arrange for the reassignment of such Mortgage Loan and release of the related Collateral File to Seller such Purchased Asset, whereupon Countrywide and the Transaction with respect delivery to Countrywide of any documents held by Purchaser or its designee relating to such Purchased Asset shall terminateMortgage Loan. Buyer In the event Countrywide determines to substitute a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall, simultaneously with such reassignment, give written notice to Purchaser that substitution has taken place and identify the Qualified Substitute Mortgage Loan(s). In connection with any such substitution, Countrywide shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related made as to such Purchased Assets Qualified Substitute Mortgage Loan(s) the representations and warranties except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. Countrywide shall effect such substitution by delivering to Purchaser the Collateral Documents for such Qualified Substitute Mortgage Loan(s). Countrywide shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan(s) in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by Countrywide. For the month of substitution, distributions to Purchaser shall include the Monthly Payment due on any repurchased Mortgage Loan in the month of substitution, and Countrywide shall thereafter be entitled to retain all amounts subsequently received by Countrywide in respect of such repurchased Mortgage Loan. For any month in which Countrywide substitutes a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all repurchased Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such as those which may have been delivered to Buyer shortfall shall be distributed by Countrywide in the month of substitution pursuant to Section 3.01(h)) and5.01. Accordingly, on the date of such substitution, Countrywide shall deposit from its own funds into the Custodial Account an amount equal to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release amount of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 Agreementshortfall.

Repurchase. On the Repurchase Date for each Purchased Asset, 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 such the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Buyer shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received amount paid by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted its Affiliate to terminate Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall ’s right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such 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 Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset Asset, shall authorize the Custodian to release to Seller any and all documents and instruments related to the Purchased Asset Documents for such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's ’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such the related 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 Securities Waterfall Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the Facility Termination CMBS Purchased Asset Maturity Date, 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. 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. Sellers shall repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and be continuing, and that Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to Seller release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Sellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 AgreementException Mortgage Loan.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans and related Purchased Assets (or portions thereof relating to individual Mortgaged Properties) from Buyer on each related Repurchase Date at the related Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release). Such obligation to repurchase exists without regard to any 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 (or allocable portion thereof in connection with a Mortgaged Property Release) for such Purchased Mortgage Loan on each related Repurchase Date with any excess remitted to Seller unless a Default or an Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the applicable Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction or portion thereof with respect to any or all Purchased Mortgage Loans or individual Mortgaged Properties related thereto and repurchase such Purchased Mortgage Loans (or portions thereof) and related Purchased Assets on any date prior to the Repurchase Date for each (an “Early Repurchase Date”); provided, that; (1) Seller notify Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Asset, Seller shall transfer Mortgage Loan(s) (or portions thereof) to Buyer be repurchased and Seller’s calculation of the Repurchase Price for (or Allocated Repurchase Price, as applicable) thereof; (2) contemporaneously with such Purchased Asset termination, Seller pay to Buyer via the Collection Account (A) if such repurchase occurs during the Funding Period, the related Repurchase Price (or Allocated Repurchase Price, as applicable) in full, or (B) if such repurchase occurs after the expiration of such the Funding Period, the greater of (i) the related Repurchase DatePrice (or Allocated Repurchase Price, as applicable) and Buyer shall transfer to Seller such Purchased Asset, whereupon (ii) 100% of the Transaction Sale Proceeds with respect to such Purchased Asset shall terminate. Mortgage Loan (or portions thereof) or related Mortgaged Property; (3) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default exists or would exist as a result of such repurchase; (4) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof; (5) Seller thereafter complies with Section 4(c) hereof; (6) in the case of a Mortgaged Property Release, (x) Buyer shall be deemed have consented in writing to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Mortgaged Property from the Purchased Asset Mortgage Loan, and (y) the related Purchased Mortgage Loan is, after giving effect to the release of the repurchased Mortgaged Property or Mortgaged Properties, in compliance with the applicable representations and warranties set forth on Schedule 1 hereto; and (7) in connection with a Mortgaged Property Release, Seller thereafter deliver to Buyer or the applicable Custodian a copy of the updated Mortgage or partial release of Mortgage that will be delivered to the recording office for such Purchased Mortgage Loan reflecting the removal of the released Mortgaged Property, and thereafter, a copy of the recorded Mortgage or partial release promptly upon receipt thereof from Buyer's security interest thereinthe applicable recording office. Any such transfer or release Such early terminations and repurchases shall be without recourse limited to one (1) occurrence in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller shall promptly (and in any event within two (2) Business Days) provide Buyer with a copy of a report from Servicer indicating that such Purchased Mortgage Loan has been paid in full, and without representation or warranty by Buyer, except that Buyer shall represent to Seller, promptly remit to the extent that good title was transferred and assigned by Seller to Buyer hereunder on Collection Account the related Purchase Date, that Buyer is positive difference (if any) of 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 Repurchase Price due with respect to such Purchased Asset received by Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 7(d). d. Unless a Default or an Event of Default has occurred, upon B▇▇▇▇ receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, B▇▇▇▇ agrees to release any and all interests (including its ownership interest and any security interest) hereunder in such Purchased Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the payment in full of all of the Obligations (other than unmatured indemnification Obligations), Seller may elect to terminate this Agreement without prepayment premium, fee or penalty, and Buyer shall deliver to Seller termination statements and other documents necessary or Securities Account Bank after appropriate to evidence the termination of any Liens securing payment of the Repurchase Price therefor shallObligations, all at the reasonable expense of Seller. e. Buyer may, in its sole discretion, initiate the termination of the Funding Period by delivering one hundred eighty (180) days’ prior written direction notice of Buyer, be remitted the termination of the Funding Period to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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. Seller shall repurchase the applicable Purchased Mortgage Loans from Buyer on each related Repurchase Date for each at the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Repurchase Date with any excess remitted to Seller unless a Default or Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction with respect to any or all Purchased Mortgage Loans and repurchase such Purchased Mortgage Loans (or all Purchased Mortgage Loans) on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller notifies Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Mortgage Loan(s) to be repurchased and Seller’s calculation of the Repurchase Price thereof, (b) contemporaneously with such termination, Seller pays to Buyer via the Collection Account the related Repurchase Price in full, (c) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit or Event of Default exists or would exist as a result of such repurchase, (d) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof, and (e) Seller thereafter complies with Section 4(c) hereof. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller shall promptly (and in any event within one (1) Business Day) provide Buyer shall transfer to Seller with a copy of a report from Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon and promptly remit to the Transaction Collection Account the positive difference (if any) of the Repurchase Price due with respect to such Purchased Asset shall terminate. Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 7(d). d. Unless a Default or Event of Default has occurred and is continuing, upon Buyer shall be deemed receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, Buyer agrees to have simultaneously released release any interest (including its ownership interest and any security interest interest) hereunder in such Purchased Asset shall authorize Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the Custodian payment in full of all of the Obligations (other than unmatured indemnification Obligations), Seller may elect to release to Seller any terminate this Agreement without prepayment premium, fee or penalty, and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto to Seller termination statements and other documents necessary or appropriate to evidence the termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after securing payment of the Repurchase Price therefor shallObligations, all at the expense of Seller. e. Buyer may, in its sole and absolute discretion, initiate the termination of the Funding Period by delivering one hundred eighty (180) days’ prior written direction notice of Buyer, be remitted the termination of the Funding Period to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, 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. b. The Seller may repurchase any or all of the Purchased Mortgage Loans upon one (1) Business Day's prior written notice thereof by the Seller to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. Said Repurchase Price shall be accompanied by the Exit Fee described in Section 4.c below in those circumstances when an Exit Fee is payable under Section 4.c below. c. Upon the repurchase of any Purchased Mortgage Loan subject to a Transaction hereunder other than a Purchased Mortgage Loan (x) which the Seller is obligated to repurchase or has the specific right to repurchase pursuant to ▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇▇▇ ▇.▇, Section 10.b(7), Section 11.b, Section 13.c, Section 22 or Section 35 of this Agreement or (y) with respect to which Buyer has advised Seller will not be included in a securitization pursuant to the Program Agreement, the Seller shall pay to the Buyer a fee in an amount equal to 1.00% of the outstanding principal balance of such Mortgage Loan as of the date on which such Repurchase DatePurchased Mortgage Loan is removed (the "Exit Fee"), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer or Master Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from 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 security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyers or Administrative Agent on behalf 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 Buyers or 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 such the Purchased Mortgage Loans from Buyers or Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Buyers or Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) upon receipt of the Repurchase Price. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall transfer be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers, within two (2) Business Days, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective ownership interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 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, 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 such the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default 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 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, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent any UCC financing statement filed against immediately preceding sentence. c. Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on repurchase the related Purchase Date, that Purchased Agency Securities from Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of on each related Repurchase Date at the Repurchase Price therefor shall, at so long as the written direction of Purchased Agency Securities remain on the Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets ’s Federal Book Account and have not previously been purchased by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 Agreementa Takeout Broker Dealer.

Repurchase. (i) Sellers may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, that a Purchased Asset may be released by Buyer, in its sole discretion, to the extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any day which is not the Repurchase Date for such Purchased Asset (an “Early Repurchase”), Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”) unless Seller shall have given no less than thirty (30) days’ prior written notice thereof to Buyer in which case no Breakage Costs shall be due with respect to such Purchased Asset. In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date for each or Breakage Date, as applicable, termination of the Transaction will be effected by reassignment to Sellers or their designee of the Purchased AssetAssets (and any Income in respect thereof received by Buyer not previously credited or transferred to, Seller shall or applied to the obligations of, Sellers pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset as of such on each Repurchase Date or each Breakage Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerapplicable, except that as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder at Sellers’ expense on the related Purchase Repurchase Date or Breakage Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 Agreementas applicable.

Repurchase. On the Repurchase Date for each Purchased Asseta. Except as set forth in Section 4(d) below, Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists 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 such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price, Buyer agrees to release and reconvey its ownership interest hereunder in the Mortgage Files at the request of Seller upon repurchase of Purchased Mortgage Loans by Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, 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, whereupon (ii) deposit into the Transaction Collection Account, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing the release 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 of such Purchased Asset from Buyer's security interest thereinviolation that it does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate the Seller’s right and obligation to repurchase such Mortgage Loan by paying the Seller a price to be set by Buyer in its sole discretion (a “Bid”). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, 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 the Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $210 (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 “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Purchased Asset received Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or Securities Account Bank after payment of its Affiliate to terminate the Repurchase Price therefor shall, at the written direction of Buyer, be remitted Seller’s right to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 toward the outstanding Repurchase Price for the applicable Transaction. d. The Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date at the Repurchase Price. If the Seller intends to reduce any other amounts make such a repurchase, the Seller shall give at least one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased and the Repurchase Date. 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 Buyer under this Agreementthe Repurchase Price for the designated Purchased Mortgage Loans.

Repurchase. (i) Seller may repurchase Purchased Mortgage LoansAssets without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage LoansAssets in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage LoansAssets may occur simultaneously with a sale of the Purchased Mortgage LoanAsset to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage LoansAssets at least [*] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date. (iii) On the Repurchase Date for each Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased AssetMortgage LoansAssets (or in the case of an Underlying Participation Interest, such Underlying Participation Interest will be reassigned from the Series 2023-GOT Trust to the Seller or its designee), and the Transactions hereunder shall transfer terminate, upon simultaneous payment by Seller by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all accrued and unpaid Price for such Differential with respect to all Purchased Asset as of Mortgage Loans up to and including such Repurchase Date, whether or not such Price Differential is then due and Buyer payable, and, upon such payment, such accrued Price Differential shall transfer be deemed paid in full as of the related Repurchase Date. Such obligation to Seller such Purchased Asset, whereupon the Transaction repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to such any Purchased Asset shall terminate. Buyer shall be deemed Mortgage LoanAsset. (iv) In addition to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by rights and remedies of Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Datehereunder, Seller shall immediately repurchase all any Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 AgreementMortgage Loan that no longer qualifies as an Eligible Mortgage Loan.

Repurchase. a. On any Repurchase Date, the Seller shall repurchase the related Purchased Assets from Buyer and remit the Repurchase Date for each Purchased AssetPrice to Buyer. b. On any Release Date, the Seller shall transfer (i) cause the Trust Subsidiary to release such Contributed Crop Loan to Seller and (B) remit to Buyer the Release Price for the related Contributed Crop Loan. c. Seller’s obligation to repurchase (or release and repay, as the case may be) exists without regard to any prior or intervening liquidation with respect to any Purchased Asset or Contributed Crop Loan but liquidation proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset as (or the Release Price for such Contributed Crop Loan) on each Payment Date. Seller is obligated to repurchase and take physical possession (and Buyer is obligated to sell and deliver) of such the Purchased Assets and Contributed Crop Loans at Seller’s expense on the related Repurchase Date and/or the related Release Date. d. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Buyer shall transfer has received (a) the related Repurchase Price upon repurchase of a Purchased Asset or (b) an amount equal to Seller such Purchased Assetthe applicable Release Price upon release of a Contributed Crop Loan, whereupon the Transaction with respect Buyer agrees to release its ownership interests hereunder in such Purchased Asset shall terminate. Buyer (including, the Repurchase Assets related thereto) and/or their respective indirect beneficial ownership interests in such Contributed Crop Loan (including, the Trust Subsidiary Repurchase Assets related thereto), as applicable, at the request of the Seller Parties and shall be deemed to have simultaneously released its security any such interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests Lien. e. No more than once per calendar week and so long as the Repurchase Price or Liens caused by Buyer's actions or inactions. Any Income with respect to such Release Price, as applicable, is at least [***], Seller may voluntarily repurchase any Purchased Asset received by Buyer or Securities Account Bank after payment cause the release of any Contributed Crop Loan, in each case without penalty or premium (but subject to the obligation to pay a Yield Maintenance Fee when due). If Seller intends to make such a repurchase or cause such a release, Seller shall give at least [***] prior written notice thereof to the Buyer, designating the Purchased Assets or Contributed Crop Loans to be repurchased or released and the amount of the Repurchase Price therefor shall, at or Release Price to be paid in connection therewith. Any notice received after [***] (New York City time) shall be deemed received on the written direction of Buyer, be remitted to Sellerfollowing [***]. Notwithstanding On the foregoing, on applicable Repurchase Date or before the Facility Termination Release Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all amount specified in such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset notice shall be applied by Buyer to reduce any other amounts due and payable on the date specified therein, and, on receipt, such amount shall be applied, in the case of Purchased Assets, to the Repurchase Price for the Purchased Assets designated in such notice or, in the case of Contributed Crop Loans, to repayment of the Purchase Price Increase relating to the Contributed Crop Loans designated in such notice. f. With respect to Principal Prepayments in full or part by the related Obligor, Seller agrees to (i) provide or cause to be provided to Buyer under this Agreementa Servicing Report evidencing that such Contributed Crop Loan has been paid in full or part and (ii) remit the related Release Price to Buyer by deposit into the Repo Account in accordance with Section 8(a) below. Buyer agrees to release its ownership interests in the Contributed Crop Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (ii) of the immediately preceding sentence.

Repurchase. On a. Sellers shall repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers' expense on the related Repurchase Date. b. Provided that no Default 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 Seller release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Sellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Sellers fail to notify Buyer within five (5) Business Days following notice or termination thereof evidencing the release knowledge of such Purchased Asset from violation that Sellers do not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Sellers' right and obligation to repurchase such Mortgage Loan by paying Sellers a price to be set by Buyer in its sole discretion (a "Bid"). Sellers, within five (5) Business Days of receipt of Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin its sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Sellers' right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers' right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, a. Seller shall transfer repurchase the related Purchased Assets from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. Buyer’s costs shall be limited to out-of-pocket costs. b. Provided that no Default or Event of Default shall have occurred and is continuing, and Buyer shall transfer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to Seller such release its ownership interest hereunder in the Purchased AssetAssets (including, whereupon the Transaction with Repurchase Assets related thereto) at the request of Seller. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest or Mezzanine Loan has been paid in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets full or part, (such as those which may have been delivered ii) pay to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment portion of the Repurchase Price therefor shallpayable 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, at the 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 Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day by delivering to Buyer a Request for Repurchase/Purchase Price Decrease and Confirmation no more than once per week unless consented to in writing by Buyer in its sole discretion. If the Seller intends to make such a repurchase or Purchase Price Decrease, the Seller shall give two (2) Business Days’ prior written direction of notice thereof to the Buyer, designating the Purchased Assets to be remitted repurchased or Mezzanine Loans to Sellerbe reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date or date of the Purchase Price Decrease. Notwithstanding If such notice is given, the foregoingamount specified in such notice shall be due and payable on the date specified therein, and, on or before the Facility Termination Datereceipt, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets or causes a Purchase Price Decrease on any day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). The Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Buyer to reduce any other amounts due be adequate based on existing market practice, it being agreed that such statement and payable to Buyer under this Agreementthe method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error.

Repurchase. On a. Sellers shall repurchase the related Purchased Mortgage Loans 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, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers' expense on the related Repurchase Date. b. Provided that no Default 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 Seller release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Sellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to through (iii) of the extent immediately preceding sentence. c. In the event that at any UCC financing statement filed against Seller specifically identifies such time any Purchased AssetMortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if either Seller fails to notify Buyer within five (5) Business Days following notice or termination thereof evidencing the release knowledge of such Purchased Asset from violation that neither Seller wants to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Sellers' right and obligation to repurchase such Mortgage Loan by paying Sellers a price to be set by Buyer in its sole discretion (a "Bid"). Sellers, within five (5) Business Days of receipt of Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyerbid (the "Violation Deadline") may, except that Buyer shall represent to Sellerin their sole discretion, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by either (i) accept Buyer's actions bid, terminating Sellers' right to repurchase such Mortgage Loan under this Agreement or inactions(ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any Income Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers' right to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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, 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 Mortgage Loan on each Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets and related Asset as of such Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets, 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 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 AssetMortgage Loan, whereupon ▇▇▇▇▇▇ agrees to promptly remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. Prior to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination DateEarly Buyout Loan becoming a real estate owned property, Seller shall repurchase all Purchased Assets by paying to Buyer (i) notify Administrative Agent in writing that such Early Buyout Loan shall become a real estate owned property and (ii) the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the then-current Repurchase Price Asset Value on account of the related Purchased Asset Early Buyout Loan shall be applied by Buyer decreased to reduce zero and Seller shall immediately repurchase such Early Buyout Loan prior to the conversion of the Early Buyout Loan to a real estate owned property. d. With respect to any other amounts due Purchased Mortgage Loan, Administrative Agent shall allocate any Repurchase Price in respect thereof (x) prior to an Event of Default, pro rata among the Purchase Price-Base, Purchase Price-Incremental 1 and payable Purchase Price-Incremental 2 based upon the Allocated Percentage of each; and (y) on and after an Event of Default, first to Buyer under this Agreementthe Buyers of the Purchase Price-Base until all Obligations in respect of the Purchase Price-Base are reduced to zero, second to the Purchase Price-Incremental 1 until all Obligations in respect of the Purchase Price-Incremental 1 are reduced to zero and third to the Purchase Price-Incremental 2 until all Obligations in respect of the Purchase Price-Incremental 2 are reduced to zero.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans 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 such the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers agree to release their respective interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent for the Transaction benefit of Buyers, within two (2) Business Days, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, (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 the 5th day of each month (or, if such day is not a Business Day, on the immediately succeeding Business Day) except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee at Seller’s expense on the related Repurchase Date. (b) Provided that no Default shall have occurred and be continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 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, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, through (iii) of the immediately preceding sentence. (c) In the event that at any time prior to the extent Repurchase Date Buyer determines that any UCC financing statement filed against Seller specifically identifies such Purchased AssetMortgage Loan has become ineligible hereunder, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto 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 termination thereof evidencing the release knowledge of such Purchased Asset from Buyer's security interest thereinineligibility that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to nonetheless purchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Any such transfer Seller may, within five (5) Business Days after receipt of a Bid (the “Violation Deadline”), in its sole discretion, either (i) accept the Bid, or release (ii) immediately repurchase the Mortgage Loan at the applicable Repurchase Price. In all events, Seller shall be without recourse pay Buyer a bid fee equal to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to $250 (the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shallBid is accepted, at the written direction of Buyer, and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets Violation Deadline. Any amount paid by paying Buyer or its Affiliate Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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 toward the Repurchase Price for the related Transaction. Seller acknowledges and agrees that the provisions of this Section 4(c) do not in away way extend, waive or amend Seller’s absolute obligation to reduce any other amounts due repurchase Mortgage Loans, including a Mortgage Loan with respect to which a Bid was accepted, upon the occurrence of a related Repurchase Date. (d) Provided that no Default shall have occurred and payable be continuing, if Seller desires that Buyer send a Mortgage Note and the related Mortgage to a Take-out Investor, rather than to Seller directly, in connection with Seller’s repurchase of the related Purchased Mortgage Loan, then Seller shall prepare and send to Buyer not less than three (3) Business Days prior to the requested shipping date shipping instructions to instruct Buyer when and how to send such Mortgage Note and related Mortgage to such Take-out Investor. Buyer shall send each Mortgage Note and related Mortgage on or before the date specified for shipment in the shipping instructions as specified by Buyer to Seller in writing from time to time. If Seller instructs Buyer to send a Mortgage Note and related Mortgage before the related Repurchase Date, Buyer will send the Mortgage Note and related Mortgage under this Agreementa bailee letter in substantially the form attached hereto as Exhibit K. If Seller does not provide Buyer with shipping instructions with respect to a Mortgage Loan, Buyer shall send the Mortgage Note and related Mortgage to Seller at such time as Buyer receives the Repurchase Price therefor.

Repurchase. (i) Unless an Event of Default has occurred and is continuing, there is an outstanding Margin Deficit or any Default related to a nonpayment of any Obligation, Seller may, in its sole option, repurchase Purchased Assets or obtain the release of REO Properties without penalty or premium on any date; it being understood that Seller shall be permitted to repurchase such Purchased Asset if such repurchase would cure such Event of Default, Default, or Margin Deficit. The Repurchase Price payable for the repurchase of any such Purchased Asset or release of REO Property shall be reduced as provided in Section 5(e) hereof. If Seller intends to make such a repurchase, Seller shall give prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Asset or Underlying Asset. (ii) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer free and clear of any Liens created by or through Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Underlying Mortgage Loan or REO Property (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset as of such Files from Buyer or its designee at Seller’s expense on the Repurchase Date and Buyer, upon request, shall instruct the applicable Custodian to return the Asset Files to Seller or its designee. (iii) On the related Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such the applicable Purchased Asset shall authorize the Custodian to release to Seller in each case without any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to further action by Buyer pursuant to Section 3.01(h)) and, to or any other Person. To the extent any UCC financing statement filed against the Seller specifically identifies such Purchased Asset, upon Seller’s reasonable request, within a reasonable time frame, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's ’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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, a. Seller shall transfer repurchase the related Purchased Mortgage Loans 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 such the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. For the avoidance of doubt, in connection with a payment of the Repurchase Price with respect to any Designated Mortgage Loan, Seller shall only be entitled to pay either (a) the full Repurchase Price or (b) a portion of the Repurchase Price so long as the remaining outstanding Repurchase Price is at least equal to the Minimum Purchase Price-Incremental 2. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Administrative Agent shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. ​ With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent for the Transaction benefit of Buyers, within two Business Days, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian Administrative Agent and Buyers agree to release to Seller any and all documents and instruments related to such their respective interests in Purchased Assets (such as those Mortgage Loans which may have been delivered to Buyer pursuant to Section 3.01(h)prepaid in full after receipt of evidence of compliance with clauses (i) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment through (iii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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 a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. 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 except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 Seller such free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased AssetMortgage Loan, whereupon Seller agrees to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans (including the Repurchase Assets related thereto) which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. In the event that at any time a Purchased Mortgage Loan causes a violation of the applicable sublimit set forth in clause (vii) of the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Purchased Assets 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 as those which may have been delivered violation that Seller does not want to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies receive a bid for such Purchased AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Buyer's security interest thereinMortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, 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 and obligation to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of repurchase such Purchased Asset, free and clear of any other interests Mortgage Loan under this Agreement or Liens caused by Buyer's actions or inactions(ii) immediately repurchase the Purchased Mortgage Loan at the Repurchase Price. Any Income Seller shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Securities Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor shall, at the written direction of Buyer, Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, Buyer on or before the Facility Termination Date, Seller shall Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase all a Purchased Assets by paying Mortgage Loan if a Bid is accepted pursuant to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. 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. Seller shall, on the Repurchase Purchase Price Decrease Date for each Purchased AssetUnderlying Mortgage Loan, Seller shall transfer cause the remittance to Buyer of the portion of the Repurchase Price for allocable to such Purchased Asset as Underlying Mortgage Loan in accordance with wire instructions provided to Seller by Buyer from time to time. Upon receipt of such Repurchase DatePrice amount, and Buyer shall transfer apply such portion of the Repurchase Price to Seller such Purchased Asset, whereupon reduce the Transaction Allocated Purchase Price with respect to such Purchased Asset Underlying Mortgage Loan. In addition, provided that no Event of Default shall terminate. have occurred and be continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset Underlying Mortgage Loan and shall authorize the applicable Custodian to release to Seller or its designee the Collateral Documents for such Underlying Mortgage Loan and Seller shall take, or cause the Trust to take, physical possession of such Underlying Mortgage Loan from Buyer or its designee (including the applicable Custodian) at Seller’s expense. b. Seller shall repurchase the Trust Certificate from Buyer on the Repurchase Date at the Repurchase Price for the Trust Certificate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for the Trust Certificate on the Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase the Trust Certificate and all documents and instruments related take, or cause the Trust to such take, physical possession of the Purchased Assets from Buyer or its designee (such including the applicable Custodian) at Seller’s expense on the Repurchase Date. Seller may elect to repurchase the Trust Certificate at any time by providing the documentation as those which may required in the Manual, if any. In connection with any repurchase of the Trust Certificate by the Seller and any termination of this Agreement, ▇▇▇▇▇ agrees to reasonably cooperate with the Seller (including, but not limited to, by agreeing to return the physical Trust Certificate and agreeing to the filing of any UCC termination statements). c. Provided that all outstanding Obligations have been delivered satisfied upon repurchase of the Trust Certificate, ▇▇▇▇▇ agrees to release its ownership interest hereunder in the Purchased Assets and assign and transfer the Trust Certificate to Seller or to Seller’s designee. With respect to payments in full by the related Mortgagor of an Underlying Mortgage Loan, Seller agrees to (i) promptly provide or cause Servicer to provide Buyer with a copy of a report from the related Servicer indicating that such Underlying Mortgage Loan has been paid in full, and (ii) remit to the Collection Account, pursuant to Section 3.01(h)) andthe terms of the Servicer Side Letter, an amount equal to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Allocated 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 Price with respect to such Purchased Asset received by Underlying Mortgage Loans. Buyer or Securities Account Bank agrees to release its ownership interest in Underlying Mortgage Loans which have been prepaid in full after payment receipt of evidence of compliance with clauses (i) and (ii) of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The 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.