Common use of Repurchase Clause in Contracts

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. vi. Each Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at Date. In addition, each Seller may repurchase Purchased Assets or effect an Optional Repurchase with respect to 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 Repurchase PricePurchased 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 liquidation or foreclosure proceeds received by Buyer Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset or Contributed Mortgage Loan on each Repurchase 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 Buyer 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. b. 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 Administrative Agent shall 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 continuingcontinuing or will be cured upon such repurchase, and Buyer 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 Mortgage LoansAssets, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective Liens, claims and interests hereunder in the Purchased Mortgage Loans Assets (including including, the Purchased Repurchase Assets relating 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 Mortgage LoanAsset, each Seller agrees to immediately remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Asset. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective Liens, claims and interests in Purchased Mortgage Loans Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of 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 Obligations remain outstanding.

Repurchase. a. (i) Seller shall may repurchase the related Purchased Mortgage Loans from 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 each related Repurchase Date at the date specified therein, and, on receipt, such amount shall be applied to the Repurchase PricePrice for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date, Seller’s repurchase of the subject Purchased Mortgage 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, 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 be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date 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 repurchase and take physical possession of obtain the Purchased Mortgage Loans Files from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default Date or such other date as agreed to by the parties. All repurchases effected on any Business Day 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 be reflected 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 Daily Activity Report for such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall (i) The Sellers may repurchase the related Purchased Mortgage Loans from Buyer without penalty or premium on each related any date. The Repurchase Date at 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 PriceDate. 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, termination of the Transaction will be effected by reassignment to the applicable Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. With respect to Purchased Mortgage Loans that are TPO Mortgage Loans for which the Takeout Investor is New Century Mortgage Corporation, the Disbursement Agent shall issue a new Trust Receipt and the Repurchase Price shall be transferred on or before 3:00 p.m. (New York time) on the Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Payment Date except as otherwise provided herein). Seller is The Sellers are obligated to repurchase and take physical possession of obtain the Purchased Mortgage Loans Files from Buyer or its designee (including at the Custodian) at Seller’s 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 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets and related Asset Files from Buyer 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 be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Assets (including and the Purchased Repurchase Assets relating 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 Mortgage Loan, Seller ▇▇▇▇▇▇ agrees to promptly remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid LEGAL02/43092007v4 in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Asset Value on account of the related GNMA EBO shall be decreased to zero and Seller shall immediately repurchase such GNMA EBO prior to the conversion of the GNMA EBO to a real estate owned property.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 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 be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Buyer agrees Administrative Agent and Buyers agree to release its ownership their respective interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to BuyerAdministrative Agent for the benefit of Buyers, within one two (12) Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans Loan and (iii) provide Buyer Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Administrative Agent and Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased 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 Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Purchased Repurchase Assets relating related thereto) at the request shall be delivered to Seller free and clear of Sellerany lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit but in no event later than two (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (12) Business Day, Days (or cause to be remitted) to Buyer the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion 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 notify Buyer within five (5) Business Days following notice of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days after receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. The related Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists 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 Mortgage Loan on each Repurchase 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 has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansPrice, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Assets relating theretoMortgage 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, Seller agrees the Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to receive a bid for such Mortgage Loan as described below, 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 bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating the related Seller’s right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the Sellers’ right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. 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 repurchase the related Purchased Mortgage Loans from transfer to Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer Asset (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 Purchased Assets relating thereto) at the request case of Seller. With a Sale and Disposition 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Dayan Underlying Asset, the Repurchase Price Net Liquidation Proceeds) to the Waterfall Account pursuant to Section 5.01, whereupon the Transaction with respect to such repurchased Purchased Mortgage Loans Assets will terminate and the outstanding Repurchase Price for the repurchased Purchased Assets shall be reduced by the Purchase Price for such Purchased Assets remitted to the Waterfall Account. Subject to the penultimate sentence of this Section 3.05, upon receipt of the Repurchase Price for the related Purchased Assets (iii) provide which Repurchase Price may be paid with funds received in connection with a Sale and Disposition of related Underlying Assets), Buyer a notice specifying each shall be deemed to have simultaneously released its security interest in such Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Asset and shall authorize Custodian to release to Seller or its ownership interest in designee the Underlying Asset Documents for such Purchased Mortgage Loans which have been prepaid in full Asset. Any such transfer shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to the repurchase of such Purchased Asset received by Buyer or Account Bank after receipt of evidence of compliance with clauses (i) through (iii) payment of the immediately preceding sentenceRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date 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.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased 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 Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (ior cause to be remitted) immediately provide to Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan.

Repurchase. a. The related Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists 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 Mortgage Loan on each Repurchase 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 '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 LoansPrice, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Assets relating theretoMortgage 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, Seller agrees the Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to receive a bid for such Mortgage Loan as described below, 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 bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating the related Seller's right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the Sellers' right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall shall, at the Buyer's option, upon request, repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and Seller or its designee shall take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s '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 will release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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 will (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. (i) Seller shall repurchase the related Purchased Mortgage Loans from not later than four (4) Business Days following the date of the relevant Transaction, unless Buyer on each related Repurchase Date at agrees to an extension of the Repurchase PriceDate, 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, termination of the Transaction will be effected by reassignment to Seller or their designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Obligations of Seller pursuant to Section 5), free and clear of any security interest, lien, encumbrance or other restrictions created by Buyer, against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of obtain the Purchased Mortgage Loans Files from the applicable Custodian or 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 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s 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 agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if either Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such 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 bid (the "Violation Deadline") may, in their 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. Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers' right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Mortgage Loans from Buyer Assets on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Buyer Administrative Agent shall be applied to reduce the Repurchase Price for such the related Purchased Mortgage Loan Loans or REO Subsidiary Interests on each Repurchase Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Buyer 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 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 Seller’s Sellers’ expense on the related Repurchase Optional Partial Prepayment Date. b. c. 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 be paid on the next succeeding Payment Date) upon repurchase of the Purchased Mortgage LoansAssets or release of Contributed Assets from the REO Subsidiary, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. 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 payments in full by the related Mortgagor of a Purchased Mortgage LoanLiquidated Asset, Seller agrees Sellers agree to (i) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been paid in fullliquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to Buyerthe Servicer Account, within one (1) Business Dayimmediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price Price, with respect to such Purchased Mortgage Loans 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 Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been prepaid in fullliquidated. Buyer agrees Administrative Agent and the Buyers agree to release its ownership interest in Purchased Mortgage Loans which 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 prepaid received by the applicable Servicer. All amounts on deposit in full after receipt of evidence of compliance the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with clauses (i) through (iii) the terms of the immediately preceding sentenceapplicable Subsidiary Agreement.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans 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 has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including the Purchased Assets relating thereto) at the request of SellerAssets. 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one two (12) Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Seller shall repurchase the related Purchased Agency Securities from Buyer on each related Repurchase Date at the Repurchase Price so long as the Purchased Agency Securities remain on the Buyer’s Federal Book Account and have not previously been purchased by a Takeout Broker Dealer.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer Buyers or Administrative Agent on behalf of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Buyers or Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 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, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest 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 Purchased Repurchase Assets relating related thereto) at shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the request of SellerBuyers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit (or cause to Buyerbe remitted) to Administrative Agent for the benefit of Buyers, within one two (12) Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans Loan and (iii) provide Buyer Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Administrative Agent and Buyers agree to release its their respective ownership interest interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase each Purchased Asset from Administrative Agent on the related Purchased Mortgage Loans from Buyer on each related applicable Repurchase Date at the Repurchase PricePrice for such Purchased Asset. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan Asset (but liquidation or foreclosure proceeds received by Buyer Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets from Buyer Administrative Agent or its designee (including the Custodian) at Seller’s expense on 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 Buyer Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansAssets, Administrative Agent and Buyer agrees to release its their respective ownership interest interests hereunder in the Purchased Mortgage Loans (including the Purchased Assets relating thereto) at the request of SellerAssets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, and (ii) remit to BuyerAdministrative Agent, within one two (12) Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans Loans. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its their respective ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through and (iiiii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s '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 including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 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 be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to BuyerAdministrative Agent for the benefit of Buyers, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Administrative Agent and Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. (i) Seller shall may repurchase the related Purchased Mortgage Loans from 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 on each related of its intention to repurchase the applicable Purchased Mortgage Loans at [***] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [***] prior to a requested Repurchase Date at 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, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage Loans, and the Transactions hereunder shall 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 Differential with respect to all Purchased Mortgage Loans 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 related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 DateLoan. b. Provided that no Default shall have occurred (iv) In addition to any other rights and is continuing, and remedies of 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 Purchased Assets relating thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loanhereunder, Seller agrees to (i) shall immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each repurchase any Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased no longer qualifies as an Eligible Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentenceLoan.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 Purchased Mortgage Loan is removed (the “Exit Fee”), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. On any Repurchase Date, the Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer on each related Repurchase Date at and remit the Repurchase Price. Such Price to Buyer. b. On any Release Date, the Seller shall (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 or foreclosure with respect to any Purchased Mortgage Asset or Contributed Crop Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan Asset (or the Release Price for such Contributed Crop Loan) on each Repurchase Date except as otherwise provided herein)Payment Date. Seller is obligated to repurchase and take physical possession (and Buyer is obligated to sell and deliver) of the Purchased Mortgage Assets and Contributed Crop Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date and/or the related Release Date. b. d. Provided that no Default or Event of Default shall have occurred and is continuingbe continuing or result therefrom, and Buyer has received (a) the related Repurchase Price upon repurchase of a Purchased Asset or (b) an amount equal to the Purchased Mortgage Loansapplicable Release Price upon release of a Contributed Crop Loan, Buyer agrees to release its ownership interest interests hereunder in such Purchased Asset (including, the Purchased Mortgage Loans (including the Purchased Repurchase Assets relating 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 Sellerthe Seller Parties and shall be deemed to have released any such interest free and clear of any Lien. e. No more than once per calendar week and so long as the Repurchase Price or Release Price, as applicable, is at least [***], Seller may voluntarily repurchase any Purchased Asset or 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 or Release Price to be paid in connection therewith. Any notice received after [***] (New York City time) shall be deemed received on the following [***]. On the applicable Repurchase Date or Release Date, the amount specified in such notice shall be 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 payments Principal Prepayments in full or part by the related Mortgagor of a Purchased Mortgage LoanObligor, Seller agrees to (i) immediately provide or cause to be provided to Buyer with a copy of a report from the related Servicer indicating Servicing Report evidencing that such Purchased Mortgage Contributed Crop Loan has been paid in full, full or part and (ii) remit the related Release Price to Buyer, within one (1Buyer by deposit into the Repo Account in accordance with Section 8(a) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullbelow. Buyer agrees to release its ownership interest interests in Purchased Mortgage the Contributed Crop Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iiiii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the Repurchase PricePurchased 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 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, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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 immediately remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. (i) Seller shall may repurchase the related Purchased Mortgage Loans from 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 on each related 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 at 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, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage Loans, and the Transactions hereunder shall 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 Differential with respect to all Purchased Mortgage Loans 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 related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 DateLoan. b. Provided that no Default shall have occurred (iv) In addition to any other rights and is continuing, and remedies of 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 Purchased Assets relating thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loanhereunder, Seller agrees to (i) shall immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each repurchase any Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased no longer qualifies as an Eligible Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentenceLoan.

Repurchase. a. Seller shall repurchase the related applicable Purchased Mortgage Loans from Buyer on each related Repurchase Date at the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date except as otherwise provided hereinwith 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. Provided 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 no Default shall have occurred (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 is continuingSeller’s calculation of the Repurchase Price thereof, and (b) contemporaneously with such termination, Seller pays to Buyer has received via the Collection Account the related Repurchase Price upon repurchase of the 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 agrees 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 release its ownership interest hereunder 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 the Purchased Mortgage Loans (including the Purchased Assets relating thereto) at the request of Seller. any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to shall promptly (iand in any event within one (1) immediately Business Day) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) and promptly remit to Buyer, within one the Collection Account the positive difference (1if any) Business Day, of the Repurchase Price due with respect to such Purchased Mortgage Loans 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 (iii) provide is continuing, upon Buyer receiving the related Repurchase Price in connection with the repurchase of a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Loan, Buyer agrees to release any interest (including its ownership interest and any security interest) hereunder in such Purchased Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans which have been prepaid and the payment in full after receipt of evidence of compliance with clauses (i) through (iii) all of the immediately preceding sentenceObligations (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 appropriate to evidence the termination of any Liens securing payment of the Obligations, 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 notice of the termination of the Funding Period to Seller.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 '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 Purchased Mortgage Loan is removed (the "Exit Fee"), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is be continuing, and that Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan.

Repurchase. 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 PricePrice (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 except as otherwise provided hereinwith 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. Provided that no Default shall have occurred Seller may terminate any Transaction or portion thereof with respect to any or all Purchased Mortgage Loans or individual Mortgaged Properties related thereto and is continuingrepurchase such Purchased Mortgage Loans (or portions thereof) and related Purchased Assets on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that; (1) Seller notify Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Mortgage Loan(s) (or portions thereof) to be repurchased and Seller’s calculation of the Repurchase Price (or Allocated Repurchase Price, as applicable) thereof; (2) contemporaneously with such termination, Seller pay to Buyer has received via the Collection Account (A) if such repurchase occurs during the Funding Period, the related Repurchase Price upon (or Allocated Repurchase Price, as applicable) in full, or (B) if such repurchase occurs after the expiration of the Funding Period, the greater of (i) the related Repurchase Price (or Allocated Repurchase Price, as applicable) and (ii) 100% of the Sale Proceeds with respect to such Purchased Mortgage Loan (or portions thereof) or related Mortgaged Property; (3) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer agrees certifying that no Margin Deficit, Default or Event of Default exists or would exist as a result of such repurchase; (4) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof; (5) Seller thereafter complies with Section 4(c) hereof; (6) in the case of a Mortgaged Property Release, (x) Buyer shall have consented in writing to the release its ownership interest hereunder in of such Mortgaged Property from the Purchased Mortgage Loans Loan, and (including y) the related Purchased Assets relating theretoMortgage 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) at in connection with a Mortgaged Property Release, Seller thereafter deliver to Buyer or the request applicable Custodian a copy of Sellerthe 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 the applicable recording office. Such early terminations and repurchases shall be limited to one (1) occurrence in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to shall promptly (iand in any event within two (2) immediately Business Days) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) and promptly remit to Buyer, within one the Collection Account the positive difference (1if any) Business Day, of the Repurchase Price due with respect to such Purchased Mortgage Loans and (iii) provide Buyer Loan over the prepayment amount remitted to the Collection Account pursuant to Section 7(d). d. Unless a notice specifying each 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 that has been prepaid in full. Buyer 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 which have been prepaid and the payment in full after receipt of evidence of compliance with clauses (i) through (iii) all of the immediately preceding sentenceObligations (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 appropriate to evidence the termination of any Liens securing payment of the Obligations, 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 notice of the termination of the Funding Period to Seller.

Repurchase. a. The related Seller shall repurchase the related Purchased Mortgage Loans from Buyer Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Mortgage Loan on each Repurchase 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 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 Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansLoans by the related Seller, Buyer agrees Buyers agree to release its their ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees Sellers agree to (i) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to BuyerAdministrative Agent, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its their ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. (i) Seller shall may repurchase the related Purchased Mortgage Loans from Buyer without penalty or premium on each related Repurchase Date at any Business Day other than as stated in the Repurchase Price. Such obligation Pricing Letter or Seller may be required 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 Loans in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession 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 from 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, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller 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 continuingdesignee, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, and the Transactions hereunder shall terminate, upon simultaneous payment by Seller by wire to the Collection Account (or other account as designated by the Buyer agrees in writing) of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to release its ownership interest hereunder in the all Purchased Mortgage Loans (up to and including the Purchased Assets relating thereto) at the request of Seller. With respect to payments 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 by as of 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullDate. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.Such

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 '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 including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer or Master Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one two (12) Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within one (1) Business Day of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s '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 including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in clause (vi) or clause (vii) of the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. On the Repurchase Date for each Purchased Asset, Seller shall repurchase the related Purchased Mortgage Loans from transfer to Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Asset as of the Repurchase Date except as otherwise provided herein). Seller is obligated 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 take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees transfer 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 Mortgage Loan has been paid in fullAsset, (ii) remit to Buyer, within one (1) Business Day, whereupon the Repurchase Price Transaction with respect to such Purchased Mortgage Loans and Asset shall terminate. Buyer (i) shall be deemed to have simultaneously released its security interest in such Purchased Asset, (ii) shall authorize Custodian to release to Seller the Asset Documents for such Purchased Asset, if any, and, (iii) provide to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer a notice specifying each shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Mortgage Loan 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 has been prepaid in fullBuyer 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 actions or inactions. Any Income with respect to such Purchased Asset received by Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full or Securities Account Bank after receipt of evidence of compliance with clauses (i) through (iii) payment of the immediately preceding sentenceRepurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer and any Affiliated Hedge Counterparty the outstanding Repurchase Price therefor, all other outstanding Repurchase Obligations and all related amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement.

Repurchase. a. (i) Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Assets without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased Assets 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 Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan Asset on each Repurchase Remittance Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans Assets (including including, the Purchased Repurchase Assets relating related thereto) at the request of Seller. The Purchased Assets (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage LoanAsset, Seller agrees to immediately remit (ior cause to be remitted) immediately provide to Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullAsset. Buyer agrees to release its ownership interest in Purchased Mortgage Loans Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of 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 deposited in 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 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 6) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date.

Repurchase. a. Seller The Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is The Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s the 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 agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of Sellerthe Sellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees the Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if neither Seller notifies Buyer within five (5) Business Days following notice or knowledge of such 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 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. The Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the Sellers' right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets and related Asset Files from Buyer 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 be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Assets (including and the Purchased Repurchase Assets relating 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 Mortgage Loan, Seller agrees to promptly remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Asset Value on account of the related GNMA EBO shall be decreased to zero and Seller shall immediately repurchase such GNMA EBO prior to the conversion of the GNMA EBO to a real estate owned property. d. If prior to any 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 identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may give prompt notice thereof 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 benchmark rate (if any) incorporated therein) and (ii) zero, together with any proposed Successor Rate Conforming Changes, as determined by Administrative Agent in its sole discretion (any such rate, a “Successor Rate”).

Repurchase. a. (i) Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller shall repurchase may cause the related Purchased sale or other transfer of one or more Underlying Mortgage Loans from Buyer Trust Subsidiary without penalty, fee or premium on each related any date (an “Optional Repurchase”). The Repurchase Date Price payable for such sale or transfer of any such Underlying Mortgage Loan shall be reduced as provided in Section 5(e) hereof. If Seller intends to make such a sale or transfer, Seller shall give at least one (1) Business Day’s prior written notice in the form of Exhibit D attached hereto to Buyer, designating the Underlying Mortgage Loans to be sold or transferred. If such notice is 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 PricePrice for the designated Underlying Mortgage Loans. Immediately following receipt of the Repurchase Price by Buyer, the related Underlying Mortgage Loan shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Underlying Mortgage Loan without further action by any Person. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Asset (or release by Buyer of its interest in the Underlying Mortgage Loans) (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Underlying Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date Asset except as otherwise provided herein). Seller is Parties are obligated to repurchase and take physical possession of obtain the Purchased Mortgage Loans Files 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. With respect to any eMortgage Loan, and Buyer has received upon receipt of the related Repurchase Price upon repurchase Buyer shall initiate a Transfer of Location of the Purchased eNotes and Delegatee status with respect thereto as may be directed by Seller Parties. Notwithstanding any provision contained herein or in any other Facility Document, all transfers (and each such transfer) from Buyer to a Seller Party or any designee of a Seller Party of Mortgage Loans, Buyer agrees to release its ownership interest hereunder Notes (including without limitation all transfers of the Control and/or the Location of any eNote on the MERS eRegistry that result in the Purchased Mortgage Loans (including transfer the Purchased Assets relating theretoControl of any eNote from Buyer to a Seller Party or to any other Person) at are and shall be without recourse for the request obligations of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to and without (i) immediately provide Buyer with a copy any of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in fullliabilities of an endorser under UCC § 3-414, by analogy or otherwise, and (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) any of the immediately preceding sentencetransfer warranties of UCC § 3-417 or other warranty, express or implied.

Repurchase. a. Seller On each Repurchase Date: (a) the Association shall repurchase pay to the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at Lender an amount equal to the amount of the Repurchase Price. Such obligation Proceeds received by it on that Repurchase Date; (b) the principal amount of the Loan shall be irrevocably reduced by the amount of the Repurchase Principal for that Repurchase Date; and (c) subject to repurchase exists without regard 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 prior or intervening liquidation or foreclosure with respect accrued and unpaid interest and other amounts payable) and relating to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer those Repurchase Securities on such Repurchase Date, shall be applied deemed to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid be satisfied in full. Buyer agrees If after a Repurchase Date the Association is to release receive any Repurchase Make-up Interest from the Issuer in cash pursuant to the Securities Terms and Conditions, the Issuer shall transfer to the Lender the amount of any such Repurchase Make-up Interest on the date that such Repurchase Make-up Interest is received by it under the Securities Terms and Conditions. If and to the extent that any Repurchase Make-up Interest to be received by the Association from AEGON pursuant to the Securities Terms and 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 AEGON in respect of Repurchase Proceeds or Repurchase Make-up Interest paid to the Association under the Securities Terms and Conditions and such Tax Deduction is made, then (a) the Association shall pay to the Lender the amount actually received by it from AEGON net of such Tax Deduction, and (b) the Association shall assign to the Lender its ownership interest refund claim in Purchased Mortgage Loans which have been prepaid respect of such Tax Deduction in full after receipt accordance with the provisions of evidence Subclause 9.3 (Assignment of compliance with clauses (i) through (iii) of the immediately preceding sentenceRefund Claim).

Repurchase. a. Seller (i) Sellers shall repurchase the related Purchased Mortgage Loans Assets from Buyer on each related Repurchase Date at Date. In addition, Sellers may repurchase Purchased Assets without penalty or premium on any date. If Sellers intend to make such a repurchase, Sellers shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased Assets 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 Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan Asset on each Repurchase Remittance Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets from Buyer or its designee (including the Custodian) at Seller’s Sellers’ expense on the related Repurchase Date. b. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans Assets (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. The Purchased Assets (including the Repurchase Assets related thereto) shall be delivered to 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 Mortgage LoanAsset, Seller agrees Sellers agree to immediately remit (ior cause to be remitted) immediately provide to Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullAsset. Buyer agrees to release its ownership interest in Purchased Mortgage Loans Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of 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 deposited in 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 Sellers or their designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Sellers pursuant to Section 6) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date.

Repurchase. a. (i) Each Seller shall may repurchase the related Purchased Mortgage Loans from Buyer without penalty or premium, subject to the last sentence of this Section 3(d)(i), on each related Repurchase Date at the Repurchase Priceany 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 The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan on each Repurchase Date except shall be reduced as otherwise provided hereinin Section 5(d). If either Seller is obligated intends to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default make such a repurchase, such Seller 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 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is 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 with respect for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and (iiiany Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) against the simultaneous transfer of the immediately preceding sentenceRepurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.

Repurchase. a. Seller Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Mortgage Loans from Buyer Assets on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Buyer Administrative Agent shall be applied to reduce the Repurchase Price for such the related Purchased Mortgage Loan Loans or REO Subsidiary Interests on each Repurchase Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Buyer 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 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 Seller’s Sellers’ expense on the related Repurchase Optional Partial Prepayment Date. b. c. 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 be paid on the next succeeding Payment Date) upon repurchase of the Purchased Mortgage LoansAssets or release of Contributed Assets from the REO Subsidiary, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. 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 payments in full by the related Mortgagor of a Purchased Mortgage LoanLiquidated Asset, Seller agrees Sellers agree to (i) immediately provide Buyer Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been paid in fullliquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to Buyerthe Servicer Account, within one (1) Business Dayimmediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price Price, with respect to such Purchased Mortgage Loans 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 Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been prepaid in fullliquidated. Buyer agrees Administrative Agent and the Buyers agree to release its ownership interest their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by the applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses Loan becoming an REO Property, (a) Sellers shall (i) through 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 immediately preceding sentenceREO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Administrative Agent in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to 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. a. (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 repurchase give at least one (1) Business Day prior written notice thereof to Buyer, designating the related Purchased Mortgage Loans from Buyer to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on each related Repurchase Date at the date specified therein, and, on receipt, such amount shall be applied to the Repurchase PricePrice for the designated Purchased Mortgage Loans. (b) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5.5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Date except as otherwise provided hereinLoan). Seller is obligated to repurchase and take physical possession of obtain the Purchased Mortgage Loans Collateral Documents from Buyer or its designee (including the Custodian) 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 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Except as set forth in Section 4(d) below, Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists 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 Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansPrice, Buyer agrees to release and reconvey its ownership interest hereunder in the Purchased Mortgage Loans (including the Purchased Assets relating thereto) 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Daydeposit into the Collection Account, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days of such 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 Seller’s right and obligation to repurchase such Mortgage Loan by paying the Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating the Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $210 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate the Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to 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 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 the Repurchase Price for the designated Purchased Mortgage Loans.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased 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 Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Purchased Repurchase Assets relating related thereto) at the request shall be delivered to Seller free and clear of Sellerany lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit but in no event later than two (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (12) Business Day, Days (or cause to be remitted) to Buyer the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s 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 agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Sellers fail to notify Buyer within five (5) Business Days following notice or knowledge of such 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 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. Sellers shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers' right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller Sellers shall repurchase from Buyer the related Purchased Mortgage Loans from Buyer Assets on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such the related Purchased Mortgage Loan Loans or REO Subsidiary Interests on each Repurchase Payment Date except as otherwise provided herein). Seller is 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 Seller’s 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 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 has received the related Repurchase Price upon repurchase of the Purchased Mortgage LoansAssets or release of Contributed Assets from the REO Subsidiary, Buyer agrees to release (or permit the release of), as applicable, its ownership interest hereunder in the Purchased Mortgage Loans Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer. Provided that no Default shall have occurred and be continuing, and Buyer has received the applicable Optional Partial Prepayment, Buyer agrees to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including including, the Purchased Repurchase Assets relating related thereto) at the request of SellerSellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer or REO Subsidiary. d. With respect to payments in full by the related Mortgagor of a Purchased Mortgage LoanLiquidated Asset, Seller agrees Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been paid in fullliquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to Buyerthe Servicer Account, within one (1) Business Dayimmediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price Price, with respect to such Purchased Mortgage Loans 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 prepaid in fullliquidated. Buyer agrees to release its ownership interest lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by the applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses Loan becoming an REO Property, (a) Sellers shall (i) through notify Buyer in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Buyer a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and 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 immediately preceding sentenceREO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Buyer or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Buyer in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to 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. a. Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets and related Asset Files from Buyer 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 be paid on the next succeeding Payment Date) upon repurchase of the Purchased Mortgage LoansAssets, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Assets (including and the Purchased Repurchase Assets relating 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 Mortgage Loan, Seller ▇▇▇▇▇▇ agrees to promptly remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Prior to an Early Buyout Loan becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such Early Buyout Loan shall become a real estate owned property and (ii) the Asset Value on account of the related Early Buyout Loan shall be decreased to 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 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 Purchase Price-Incremental 2 based upon the Allocated Percentage of each; and (y) on and after an Event of Default, first to the 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. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Buyer, designating the Repurchase PricePurchased 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 Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (ior cause to be remitted) immediately provide to Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoan. Buyer agrees to release its 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 clauses (i) through (iii) of 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 Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Purchased Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Purchased Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Purchased Mortgage Loan under this Agreement or (ii) immediately repurchase the Purchased Mortgage Loan at the Repurchase Price. Seller shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall, on the Purchase Price Decrease Date for each Underlying Mortgage Loan, cause the remittance to Buyer of the portion of the Repurchase Price allocable to such Underlying Mortgage Loan in accordance with wire instructions provided to Seller by Buyer from time to time. Upon receipt of such Repurchase Price amount, Buyer shall apply such portion of the Repurchase Price to reduce the Allocated Purchase Price with respect to such Underlying Mortgage Loan. In addition, provided that no Event of Default shall have occurred and be continuing, Buyer shall be deemed to have simultaneously released its security interest in such Underlying Mortgage Loan and shall authorize the applicable Custodian to release to Seller or its designee the Collateral Documents for such Underlying Mortgage Loan and Seller shall take, or cause the Trust to take, physical possession of such Underlying Mortgage Loan from Buyer or its designee (including the applicable Custodian) at Seller’s expense. b. Seller shall repurchase the related Purchased Mortgage Loans Trust Certificate from Buyer on each related the Repurchase Date at the Repurchase PricePrice for the Trust Certificate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan the Trust Certificate on each the Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase the Trust Certificate and take take, or cause the Trust to take, physical possession of the Purchased Mortgage Loans Assets from Buyer or its designee (including the applicable Custodian) at Seller’s expense on the related Repurchase Date. Seller may elect to repurchase the Trust Certificate at any time by providing the documentation as 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). b. c. Provided that no Default shall all outstanding Obligations have occurred and is continuing, and Buyer has received the related Repurchase Price been satisfied upon repurchase of the Purchased Mortgage LoansTrust Certificate, Buyer ▇▇▇▇▇ agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including Assets and assign and transfer the Purchased Assets relating thereto) at the request of Trust Certificate to Seller or to Seller’s designee. With respect to payments in full by the related Mortgagor of a Purchased an Underlying Mortgage Loan, Seller agrees to (i) immediately promptly provide or cause Servicer to provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Underlying Mortgage Loan has been paid in full, and (ii) remit to Buyerthe Collection Account, within one (1) Business Daypursuant to the terms of the Servicer Side Letter, an amount equal to the Repurchase Allocated Purchase Price with respect to such Purchased Underlying Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoans. Buyer agrees to release its ownership interest in Purchased Underlying Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through and (iiiii) of the immediately preceding sentence.

Repurchase. a. Seller If the breach shall involve a representation or warranty set forth in Section 3.02, Countrywide may, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If Countrywide has no Qualified Substitute Mortgage Loan, it shall repurchase the related Purchased deficient Mortgage Loans from Buyer on each related Repurchase Date at Loan. Any repurchase of a Mortgage Loan(s) pursuant to the Repurchase Price. 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 provisions of this Section 3.03 shall be applied to reduce accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such Purchased repurchased Mortgage Loan on each Repurchase Date except as otherwise provided herein)or Loans and being held in the Custodial Account for future distribution. Seller is obligated to At the time of repurchase or substitution, Purchaser and take physical possession Countrywide shall arrange for the reassignment of such Mortgage Loan and release of the Purchased Mortgage Loans from Buyer related Collateral File to Countrywide and the delivery to Countrywide of any documents held by Purchaser or its designee (including relating to such Mortgage Loan. In the Custodianevent 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 made as to such Qualified Substitute Mortgage Loan(s) at Seller’s expense 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 related Repurchase Date. b. Provided that no Default month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall have occurred and is continuingbe 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 Buyer has 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 related Repurchase Price upon repurchase amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in date of substitution is less than the Purchased aggregate Stated Principal Balance of all repurchased Mortgage Loans (including after application of scheduled principal payments due in the Purchased Assets relating thereto) at month of substitution). The amount of such shortfall shall be distributed by Countrywide in the request month of Sellersubstitution pursuant to Section 5.01. With respect Accordingly, on the date of such substitution, Countrywide shall deposit from its own funds into the Custodial Account an amount equal to payments in full by the related Mortgagor amount 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 Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentenceshortfall.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at Date. In addition, Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the Repurchase PricePurchased 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 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 be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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 immediately remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans Assets from Buyer Administrative Agent for the benefit of Buyers on each related Repurchase Date at the Repurchase PriceDate. 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 Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans Assets and related Asset Files from Buyer 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 LoansAssets, Buyer agrees Administrative Agent and Buyers will each be deemed to release its ownership interest have released their respective interests hereunder in the Purchased Mortgage Loans Assets (including and the Purchased Repurchase Assets relating 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 Mortgage Loan, Seller agrees to promptly remit (ior cause to be remitted) immediately provide Buyer with a copy to Administrative Agent for the benefit of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, Buyers the Repurchase Price with respect to such Purchased Mortgage Loans Loan. Administrative Agent and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees Buyers agree to release its ownership interest their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Asset Value on account of the related GNMA EBO shall be decreased to zero and Seller shall immediately repurchase such GNMA EBO prior to the conversion of the GNMA EBO to a real estate owned property.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $150 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. (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 related 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, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage 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 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 Differential with respect to all Purchased Mortgage Loans from Buyer on each 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 related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 DateLoanAsset. b. Provided that no Default shall have occurred (iv) In addition to any other rights and is continuing, and remedies of 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 Purchased Assets relating thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loanhereunder, Seller agrees to (i) shall immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each repurchase any Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased no longer qualifies as an Eligible Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentenceLoan.

Repurchase. a. Seller Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase Pricewithout penalty or premium. 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 as well as principal payments and margin payments received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan and such deductions shall be accounted for on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s 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 agrees to shall immediately terminate and release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating related thereto) at the request of Seller). With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees Sellers agree to (i) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays of such Seller’s receipt from the 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 Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Sellers fail to notify Buyer within five (5) Business Days following notice or knowledge of such 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 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. Sellers shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers’ right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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 not permitted under paragraph (j) of Schedule 1 hereto. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (ior cause to be remitted) immediately provide to Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) Business Day, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in fullLoan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.

Repurchase. a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase PriceDate. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Repurchase 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 '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 all of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including including, the Purchased Repurchase Assets relating 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) immediately provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within one (1) two Business DayDays, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to $250 (the "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Bid Fee shall be due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied by Buyer toward the outstanding Repurchase Price for the applicable Transaction.