Common use of Early Repurchase Date; Mandatory Repurchases Clause in Contracts

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (continuing, or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, or, if the Facility Debt Yield Test was then not in compliance, would improve the level of noncompliance, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05; provided further, if any of the events described in Section 12 result in Buyer’s request for additional amounts, then Seller shall have the option to notify Buyer in writing of its intent to terminate this Agreement and all of the Transactions and repurchase all of the Purchased Assets without payment of any Exit Fees no later than five (5) Business Days after such notice is given to Buyer, and such repurchase by Seller shall be otherwise conducted pursuant to and in accordance with this Section 3.04 and each of the other applicable terms of this Agreement. Notwithstanding the foregoing, should any Margin Deficit exist after giving effect to any repurchase under this Section 3.04, Seller shall also pay the amount of each related Margin Deficit to Buyer at the same time that Seller pays the related Repurchase Price to Buyer hereunder. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.063.05, immediately within two (a2) Business Days, repurchase any Purchased Asset (A) that no longer qualifies as an Eligible Asset, as determined by Buyer, and or (bB) reduce the outstanding Purchase Price of any Purchased Asset with respect to which which, in the Maximum Concentration Limit is exceeded by case of any Non-Controlling Participation, any material consent, waiver, forbearance, modification, supplement or amendment has been made to the amount necessary related Whole Loan. No additional advance, future funding or any other additional funding shall be permitted in connection with any Purchased Asset, other than pursuant to cause either (i) a new Transaction Request submitted in accordance with the outstanding Purchase Price terms of such Purchased Asset to be equal to Section 3.01 or less than (ii) a new Future Funding Confirmation submitted in accordance with the Maximum Concentration Limitterms of Section 3.10.

Early Repurchase Date; Mandatory Repurchases. (a) The applicable Seller may terminate any Transaction with respect to any or all Purchased Assets sold by such Seller and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), such Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) such Seller delivers a certificate from a Responsible Officer of such Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, unless all such Liens are satisfied in full on or before the related Early Repurchase Date (c) if the Early Repurchase Date is not a Remittance Date, such Seller pays to Buyer any amount due under Section 12.03 12.04 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except such Seller pays to Buyer the related (if any) Exit Fee due and payable, but no such Exit Fee shall be due and payable if the related repurchase occurs in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07Exempted Transaction, and (e) such Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, the applicable Seller shall, in accordance with the procedures set forth in Section 3.06within two (2) Business Days of receipt of written notice from Buyer, immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset. (c) In addition to the foregoing, as determined by Buyerin connection with each repurchase made pursuant to Section 3.04(a), if such repurchase occurs at any time during (i) the First Extension Period, then the applicable Seller shall pay an amount equal to 110% of the applicable Repurchase Price otherwise payable for such date, and (bii) the Second Extension Period, then the applicable Seller shall pay an amount equal to 125% of the applicable Repurchase Price otherwise payable for such date; provided, however, if (x) at the time of any repurchase during the time period described in clause (i) above, there are at least seven (7) remaining Purchased Assets and the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds nine percent (9.0%), or (y) if at the time of any repurchase during the time period described in clause (ii) above, (i) the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds twelve and one-half percent (12.5%), and (ii) the PPV Ratio for all of the remaining Purchased Assets, calculated on an aggregate basis, is less than or equal to forty-five percent (45%), then the amount payable pursuant to the applicable clause shall be solely the applicable Repurchase Price for such date. The proceeds of any payment made pursuant to this Section 3.04(c) in excess of the applicable Repurchase Price that otherwise would have been payable shall be applied by Buyer first to repay any outstanding Margin Deficits, and second to reduce the unpaid Repurchase Prices of all remaining Purchased Assets on a pro rata basis, unless such Seller and Buyer otherwise agree to apply any such amounts differently. (d) In addition, at any time during the existence of an uncured Event of Default or an unsatisfied Margin Deficit, if a Seller elects to repurchase a Purchased Asset due to the prepayment in whole (but not in part) of the underlying Whole Loan, such Seller shall pay to Buyer one-hundred percent (100%) of the net proceeds due in connection with the payoff of the underlying Purchased Asset in question, up to the amount of funds necessary to both cure the Event of Default and/or unsatisfied Margin Deficit (and pay in full the Repurchase Price for such Purchased Asset). All such net proceeds in excess of the outstanding Purchase Repurchase Price of any the related Purchased Asset with respect shall be applied first to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such any other Purchased Asset to be equal the extent of any Margin Deficit, and then pro-rata to the Repurchase Prices of all other Purchased Assets, unless such Seller and Buyer otherwise agree to apply such amount differently, and if such application has served to fully cure all outstanding Defaults or less than Events of Default and pay to Buyer any other amounts due and payable under the Maximum Concentration LimitRepurchase Documents, then any remaining amounts to such Seller.

Early Repurchase Date; Mandatory Repurchases. (i) Seller may shall be entitled to terminate any a Transaction with respect to any or all Purchased Assets on demand and repurchase such the Purchased Assets Asset subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice upon satisfaction of the Early Repurchase Date, following conditions: (iiA) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one No later than two (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (32) Business Days before prior to the proposed Early Repurchase Date, Seller notifies Buyer in each casewriting of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the proposed Early Repurchase Date and identifying with particularity the Purchased Asset(s) Asset to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of on such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, (B) on such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for the applicable Purchased Asset, (y) any amount due under Section 12.03 and pays all other amounts due and payable under this Agreement (including, without limitation, Article 14(f) of this Agreement) with respect to any Affiliated Hedge Counterparty under such Purchased Asset against transfer to Seller or its agent of the Purchased Assets, (C) no Default, Event of Default or Margin Deficit (unless cured by the related Interest Rate Protection Agreementrepurchase in accordance with the terms and provisions of the Transaction Documents) shall be continuing or would occur or result from such early repurchase; (D) on such Early Repurchase Date, Seller pays any Exit Fee which may be due and (d) except payable in connection with an early the repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due of such Purchased Asset in accordance with Section 3.07the terms and conditions of the Fee Letter. (ii) No repurchase in whole or in part, and no partial reduction of the Purchase Price of any Purchased Asset that is a Senior Mortgage Loan may be made unless the Purchased Asset that is the related Mezzanine Loan (if any) is also repurchased in whole. If any repurchase of a Purchased Asset that is a Senior Mortgage Loan is required pursuant to this Article 3(f), Seller thereafter complies with Section 3.06. shall also repurchase the related Mezzanine Loan (if any) in full. (iii) In addition to any other rights and remedies of Buyer under any Transaction Document, upon the occurrence of a Mandatory Early Repurchase DocumentEvent, Seller shall, in accordance with the procedures set forth in Section 3.06Article 3(f)(i)(B)-(D), immediately (a) and Article 3(h), repurchase any the applicable Purchased Asset that no longer qualifies on the applicable date described in the following sentence. Seller shall perform its repurchase obligations under this Article 3(f)(iii) as an Eligible Assetfollows: (A) within two (2) Business Days after Seller’s Knowledge of the occurrence of such Mandatory Early Repurchase Event, as determined by BuyerSeller shall notify Buyer of such Mandatory Early Repurchase Event, and (bB) reduce within two (2) Business Days after Buyer’s receipt of Seller’s notice in accordance with the outstanding Purchase Price preceding clause (A) (the “Mandatory Early Repurchase Date”), Seller shall make a payment to Buyer of any all of Seller’s available cash on hand, up to a maximum payment amount equal to the total amount required to complete the repurchase of the applicable Purchased Asset, provided that, if Seller does not have sufficient available cash on hand to complete the repurchase of the applicable Purchased Asset with respect as required hereunder, then Seller shall: (1) make a payment to Buyer of all available cash on hand, (2) on or before the Mandatory Early Repurchase Date, communicate to Buyer Seller’s plan for funding the balance required to complete the repurchase of the applicable Purchased Asset, which plan shall be subject to Buyer’s approval in its sole discretion, and (3) provided that Buyer has approved of Seller’s plan for funding the Maximum Concentration Limit balance, fund the balance on or before the date that is exceeded by three (3) Business Days after the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration LimitMandatory Early Repurchase Date.

Early Repurchase Date; Mandatory Repurchases. Any Seller may terminate any Transaction with respect to any or all Purchased Assets or Underlying Assets and repurchase such Purchased Assets or Underlying Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), such Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) or Underlying Asset(s) to be repurchased and the Repurchase Price thereof, (b) such Seller delivers a certificate from a Responsible Officer of such Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Underlying Assets other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, such Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and such Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, each Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately repurchase (ai) repurchase any Purchased Asset that no longer qualifies as an Eligible AssetAsset and any Underlying Asset that no longer qualifies as an Eligible Mortgage Loan or Eligible REO Property, in each case as determined by Buyer, and (bii) reduce the outstanding Purchase Price of any Purchased Asset with respect to or Underlying Asset the Market Value of which the Maximum Concentration Limit is exceeded determined by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset Buyer to be equal to or less than the Maximum Concentration Limitzero.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate any Transaction (or make a partial reduction of outstanding Purchase Price with respect to a Transaction) with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the related Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) Seller notifies Buyer in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer writing at least three (3) Business Days (or such shorter period as Buyer may agree) before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (bii) Seller delivers a Repurchase Certificate certifying, and Buyer shall further determine, that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would will exist as a result of such repurchase and no Margin Deficit is outstanding that will not be eliminated after giving effect to any such early repurchase), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee and/or Release Amount due in accordance with Section 3.07the terms of the Repurchase Documents, and (v) Seller thereafter complies with Section 3.06. . (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall within three (a3) Business Days repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides notifies Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of and any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer Affiliated Hedge Counterparty at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase that would not be cured by the related pending early repurchase), there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Buyer’s Lien, and such repurchase would not cause Seller to violate either the Minimum Facility Debt Yield Test or the LTV/LTC Test, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any related Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.073.07 (including, in connection with each partial reduction of outstanding Purchase Price, a pro-rata portion of the related Exit Fee), and Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to two (2) occurrences in any calendar week, except if such early termination or repurchase is effected (i) in connection with the repayment of such Purchased Asset by or on behalf of the related Mortgagor; (ii) to cure an Event of Default, so long as the related repurchase in fact cures the related Event of Default, so long as the related repurchase in fact cures the related Event of Default; or (iii) in connection with contributing assets into a securitization vehicle. No repurchase in whole or in part, and no partial reduction of the Purchase Price of any Purchased Asset that is a Whole Loan may be made unless the Purchased Asset that is the related Mezzanine Loan (if any) is also repurchased in whole. If any repurchase of a Purchased Asset that is a Whole Loan is required pursuant to this Section 3.04, Seller shall also repurchase the related Mezzanine Loan (if any) in full. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in this Section 3.06, 3.04 and Section 3.05 immediately (a) repurchase any Purchased Asset that (I) either (a) no longer qualifies as an Eligible Asset, as determined by Buyer, and or (b) reduce for which all documents required to be delivered to Custodian under the outstanding Purchase Price Custodial Agreement have not been so delivered on a timely basis, or (II) is a Mezzanine Loan, immediately after the related Whole Loan is no longer a Purchased Asset, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if any Purchased Asset that is described in clause (I) is not immediately repurchased by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to repurchase such Purchased Asset) then Seller may satisfy its obligation to repurchase such Purchased Asset by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents and (y) ten (10) Business Days, so long as (A) sufficient undrawn committed capital from Approved Investors remain under the applicable organizational documents or subscription agreements and (B) Guarantor (1) makes the required capital calls from Approved Investors, and (2) provides Buyer with copies of all notices and requests delivered under clause (1) of this sentence. Seller shall not be required to pay an Exit Fee to Buyer in connection with the mandatory repurchase by Seller of any Purchased Asset with respect to which described in clause (I)(a) of the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limitimmediately preceding sentence.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any the Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the scheduled Repurchase Date (including in connection with a full payoff of all amounts due in respect of such Purchased Asset by the related Underlying Obligor) (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets, Pledged Collateral or Pledged Assets other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, 3.07 and Seller thereafter complies with Section 3.063.05. Notwithstanding the foregoing, should any Margin Deficit exist after giving effect to any repurchase under this Section 3.04, Seller shall also pay the amount of each related Margin Deficit to Buyer at the same time that Seller pays the related Repurchase Price to Buyer hereunder. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in this Section 3.06, 3.04 and Section 3.05 immediately (a) repurchase any Purchased Asset that (I) either (a) no longer qualifies as an Eligible Asset, as determined by Buyer, and or (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to for which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset all documents required to be equal delivered to Custodian under the Custodial Agreement have not been so delivered on a timely basis or less than (II) is a Mezzanine Loan, immediately after the Maximum Concentration Limitrelated Whole Loan is no longer a Purchased Asset.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early related Repurchase Date”); provided, that (ai) except with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase full prepayment by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related an Underlying Obligor, Seller notifies Buyer in each case, Seller provides Buyer with one writing (1) Business Day’s notice prior to the related “Early Repurchase Date, and (iiiNotice”) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (3) Business Days (or such shorter period as Buyer may agree) before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, which Early Repurchase Notice may be revoked by Seller by delivering written notice to Buyer prior to the consummation of the repurchase of the applicable Purchased Asset(s), (bii) Seller delivers an officer’s certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying, and Buyer shall further determine, that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would will exist as a result of such repurchase and no Margin Call is unsatisfied that will not be satisfied after giving effect to any such early repurchase), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee and/or Release Amount due in accordance with Section 3.07, the terms of the Repurchase Documents; and (v) Seller thereafter complies with Section 3.06. Notwithstanding, the foregoing, Seller shall be permitted to repurchase a Purchased Asset(s) during the continuance of a Default, Event of Default or while any Margin Call is unsatisfied, as a result of a repayment of the Purchased Asset in full by the Underlying Obligor; provided, that, Seller remits into the Waterfall Account an amount not less than the greater of (x) 100% of the proceeds of such repayment and (y) the Repurchase Price for such Purchased Asset to be applied to the outstanding Repurchase Price for such Purchased Asset with the remainder, if any, to be applied in accordance with Article 5 of this Agreement. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week (other than as a result of any mandatory repurchase or a repayment of any related Purchased Asset in full by the Underlying Obligor). (b) Seller may make a partial reduction of outstanding Purchase Price with respect to a Purchased Asset on any date prior to the related Repurchase Date; provided, CHAR1\1716309v16 that (i) except with respect to partial prepayments by an Underlying Obligor, Seller notifies Buyer in writing (the “Reduction Notice”) at least three (3) Business Days (or such shorter period as Buyer may agree, provided that no such notice shall be required if Buyer has made a Margin Call with respect to such Purchased Asset) before the proposed reduction date identifying the Purchased Asset(s) to be partially repaid and the updated Repurchase Price thereof, (ii) Seller delivers an officer’s certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying, and Buyer shall further determine, that no Default or Event of Default exists or will exist as a result of such reduction and no Margin Call will remain unsatisfied after giving effect to any such reduction, and (iii) so long as such partial reduction is not being made by Seller to cure a Default or an Event of Default or to satisfy any Margin Call, such partial reduction shall not reduce the Applicable Percentage of the related Purchased Asset by more than twenty-five (25) percentage points (e.g., a reduction in the Applicable Percentage from 75% to 50%). Provided no Default or Event of Default or unsatisfied Margin Call exist or will exist as a result, within ninety (90) days following the reduction of such Purchased Asset Seller may deliver to Buyer written notice requesting that Buyer re-advance all or a portion of the reduced Purchase Price against such Purchased Asset, provided, that, such re-advance of the portion of the Purchase Price shall be in Buyer’s discretion and shall not cause the then Applicable Percentage of the Purchased Asset to exceed the Applicable Percentage, as approved by Buyer in its discretion and set forth in the related Confirmation. Such reductions shall be limited to four (4) occurrences in any month unless such reductions are as a result of a repayment by the Underlying Obligor. (c) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall within two (a2) Business Days after notice from Buyer repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer in its discretion; provided, that, so long as no other Default or Event of Default exists and Seller has remitted all Unrestricted Cash to Buyer, then such period shall be extended and Seller shall have a total of five (b5) reduce the outstanding Purchase Price of any Purchased Asset with respect Business Days from Buyer’s notice to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of repurchase such Purchased Asset to be equal to or less than the Maximum Concentration LimitAsset.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides notifies Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of and any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer Affiliated Hedge Counterparty at least three two (32) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that (i) either (x) no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase), or (y) any Margin Deficit, Default or Event of Default that exists at the time of such proposed Early Repurchase Date will be cured in its entirety after giving effect to such proposed repurchase on the proposed Early Repurchase Date and (ii) there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Buyer’s Lien, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any related Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. All Release Amounts received by Buyer in connection with each such early termination and repurchase shall be applied to reduce any other amounts due and payable to Buyer under this Agreement, as determined in Buyer’s sole discretion. No repurchase in whole or in part of any Purchased Asset that is a Whole Loan may be made unless the Purchased Asset that is the related Mezzanine Loan is also repurchased in whole. If any repurchase of a Purchased Asset that is a Whole Loan is required pursuant to this Section 3.04, Seller shall also repurchase the Purchased Asset that is the related Mezzanine Loan in full. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in this Section 3.063.04 and Section 3.05 repurchase, immediately within one (a1) repurchase Business Day of written notice from Buyer, any Purchased Asset that (I) either (a) no longer qualifies as an Eligible Asset, as determined by Buyer, and or (b) reduce for which all documents required to be delivered to Custodian under the outstanding Purchase Price of any Custodial Agreement have not been so delivered on a timely basis, or (II) is a Mezzanine Loan, immediately after the related Whole Loan is no longer a Purchased Asset; provided, that should Seller not have sufficient cash to repurchase the related Purchased Asset with respect on a timely basis, Seller shall make a payment to which Buyer in an amount equal to all cash held by Seller and Pledgor within two (2) Business Days of the Maximum Concentration Limit is exceeded related notice, and remit the balance due to Buyer in connection therewith within five (5) Business Days of such notice by the capital raised by capital calls made to Pledgor who, in turn, shall immediately make a capital call to Guarantor in an amount necessary to repurchase the related Purchased Asset(s), and Guarantor shall cause such capital calls to be satisfied no later than five (5) Business Days from the date of the related notice and cause the outstanding Purchase Price of such Purchased Asset related amounts to be equal deposited directly into the Waterfall Account and paid to Buyer. In addition, Seller agrees to and shall provide Buyer with copies of all related capital call notices within one (1) Business Day after the related notice from Buyer pursuant to this paragraph. The failure of Guarantor to honor any capital call made by Pledgor, or less than the Maximum Concentration Limitfailure of Pledgor to honor any capital call made by Seller, in each case, pursuant to the second preceding sentence within the time provided in such sentence shall constitute an immediate Event of Default hereunder and shall not excuse Seller from its repurchase obligations hereunder or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller irrevocably notifies Buyer (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice Seller’s sale of the Early Repurchase Daterelated Purchase Assets to a third party, (ii) in connection with by 9:00 a.m. New York time on the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 9:00 a.m. New York time at least three (3) Business Days before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, and providing the CUSIP, notional amount, and any Trade Tickets related to each such Purchased Asset, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. Prior to the Lockout Period End Date, Seller shall not be permitted to make any repurchase in whole or in part with respect to any Purchased Asset, except (i) to the extent required in connection with the application of Principal Payments made by an Underlying Obligor and applied to reduce the Purchase Price of the related Purchased Asset in accordance with this Agreement, or with any Mandatory Prepayment of other mandatory repurchase expressly required hereunder, or to repurchase any Purchased Assets to the extent Buyer determines not to fund back or reallocate any excess value pursuant to Section 3.11, (ii) to repurchase any Defaulted Asset or (iii) to the extent required to cure any Default or Event of Default hereunder or under any of the other Repurchase Documents. From and after the Lockout Period End Date, Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 Representation Breach or a Margin Deficit payment pursuant to Section 4.01(b)Mandatory Prepayment, Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficitbreach of the Defaulted Asset Concentration Limit, Default or Event of Default has occurred and is continuing (unless, in the case of a breach of the Defaulted Asset Concentration Limit or any Default, such breach of the Defaulted Asset Concentration Limit or Default, as applicable, would be cured in connection with such repurchase), or would exist as a result of such repurchase)repurchase and there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Liens granted pursuant to the Repurchase Documents, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05; provided further, if any of the events described in Article 12 result in Buyer’s request for additional amounts, then Seller shall have the option to notify Buyer in writing of its intent to terminate this Agreement and all of the Transactions and repurchase all of the Purchased Assets without payment of any Exit Fees subject to the terms set forth in the Fee Letter, and such repurchase by Seller shall be otherwise conducted pursuant to and in accordance with this Section 3.04 and each of the other applicable terms of this Agreement. In addition to the other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.063.05, immediately no later than the Mandatory Prepayment Deadline, (aA) make a repurchase of one or more of the Purchased Assets (in such order as determined by Buyer), to the extent necessary to cure any breach of the Defaulted Asset Concentration Limit, and (B) repurchase any Purchased Asset in full that no longer qualifies as an Eligible Asset, as determined by Buyer; provided, and (b) reduce that notwithstanding the outstanding Purchase Price of foregoing, solely with respect to any Purchased Asset that does not qualify as an Eligible Asset in connection with respect to which such Purchased Asset being a Defaulted Asset, so long as Seller is in compliance with the Maximum Defaulted Asset Concentration Limit and no Event of Default has occurred and is exceeded continuing, Seller shall be permitted to repurchase such Defaulted Asset by making payment(s) to Buyer, as follows, in each case, no later than the following required payment dates (in each case, only to the extent that the applicable Purchased Asset remains subject to a Transaction hereunder): (i) no later than the Mandatory Prepayment Deadline, Seller shall make a payment to Buyer in an amount necessary sufficient to cause effect a ten (10) point reduction in the then-current Applicable Percentage of such Purchased Asset (determined solely for purposes of this paragraph as the percentage equivalent of the outstanding Purchase Price of such Purchased Asset divided by the then-current outstanding principal balance of such Purchased Asset), (ii) on or before each of (I) the 90th day following the date on which such Purchased Asset becomes a Defaulted Asset, (II) the 180th day following the date on which such Purchased Asset becomes a Defaulted Asset and (III) the 270th day following the date on which such Purchased Asset becomes a Defaulted Asset, Seller shall, in each case (unless such Purchased Asset has been repurchased in full prior to be equal any such applicable payment date), make a payment to or less Buyer in an amount sufficient to effect a ten (10) point reduction in the then-current Applicable Percentage of such Purchased Asset, and (iii) Seller shall repurchase such Defaulted Asset in full no later than the Maximum Concentration Limitearlier of (x) the Repurchase Date for such Purchased Asset and (y) the three hundred and sixtieth (360th) day following the date on which such Purchased Asset becomes a Defaulted Asset.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller irrevocably notifies Buyer (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice Seller’s sale of the Early Repurchase Daterelated Purchase Assets to a third party, (ii) in connection with by 10:00 a.m. New York time on the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 10:00 a.m. New York time at least three (3) Business Days before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, and providing the CUSIP, notional amount, and any Trade Tickets related to each such Purchased Asset, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, upon notice from Buyer, Seller shall, shall repurchase any Purchased Asset in accordance with the procedures set forth in provisions of Section 3.06, immediately (a) repurchase any Purchased Asset 4.01 that no longer qualifies as an Eligible Asset, as determined by BuyerBuyer in its discretion. For the avoidance of doubt, and (b) reduce the outstanding Purchase Price of notice that any Purchased Asset no longer qualifies as an Eligible Asset may be given by any means provided in this Agreement and with respect to which any notice given under this Section 3.05, (i) received before 11:00 a.m. on a Business Day, Seller shall repurchase the Maximum Concentration Limit is exceeded by related Purchased Asset no later than 5:00 p.m. on the amount necessary to cause following Business Day and (ii) received after 11:00 a.m. on a Business Day, Seller shall repurchase the outstanding related Purchase Asset no later than 11:00 a.m. two (2) Business Days following the date of such notice. For the avoidance of doubt, the Repurchase Price of for any Purchased Asset shall include only the accrued and unpaid Price Differential for such Purchased Asset to be equal to or less than and not the Maximum Concentration LimitPrice Differential for all Purchased Assets.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (continuing, or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, or, if the Facility Debt Yield Test was then not in compliance, would improve the level of noncompliance, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05; provided further, if any of the events described in Section 12 result in Buyer’s request for additional amounts, then Seller shall have the option to notify Buyer in writing of its intent to terminate this Agreement and all of the Transactions and repurchase all of the Purchased Assets without payment of any Exit Fees no later than five (5) Business Days after such notice is given to Buyer, and such repurchase by Seller shall be otherwise conducted pursuant to and in accordance with this Section 3.04 and each of the other applicable terms of this Agreement. Notwithstanding the foregoing, should any Margin Deficit exist after giving effect to any repurchase under this Section 3.04, Seller shall also pay the amount of each related Margin Deficit to Buyer at the same time that Seller pays the related Repurchase Price to Buyer hereunder. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.063.05, immediately within two (a2) Business Days, repurchase any Purchased Asset (A) that no longer qualifies as an Eligible Asset, as determined by Buyer, and or (bB) reduce the outstanding Purchase Price of any Purchased Asset with respect to which which, in the Maximum Concentration Limit is exceeded case of any Non-Controlling Participation, any material consent, waiver, forbearance, modification, supplement or amendment has been made to the related Whole Loan. No additional advance, future funding or any other additional funding shall be permitted in connection with any Purchased Asset, other than pursuant to either (i) a new Transaction Request submitted in accordance with the terms of Section 3.01 or (ii) a new Future Funding Confirmation submitted in accordance with the terms of Section 3.10The terms and provisions governing the Early Repurchase Date and Mandatory Repurchases are set forth in Section 8 of the Fee Letter, and are incorporated herein by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limitreference.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate all or any portion of a Transaction on any date prior to the related Repurchase Date by effecting a Sale and Disposition with respect to any or all Purchased Underlying Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) Underlying Assets to be repurchased and the Repurchase Price thereofthereof (which for the avoidance of doubt shall only include accrued and unpaid Price Differential through but excluding the proposed Early Repurchase Date), (bii) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchaserepurchase (or would not be fully cured after applying the related Net Liquidation Proceeds in accordance with Section 5.02), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with the terms of the Fee Letter, (v) all amounts required to be remitted pursuant to Section 3.07, 3.05 in connection with such repurchase are remitted to the Waterfall Account in accordance with Section 5.01 and (vi) Seller thereafter complies with Section 3.063.05. Buyer shall cooperate with Seller in connection with Seller effecting a Sale and Disposition with respect to the Underlying Assets including without limitations entering into bailee letters and escrow arrangements as reasonably requested by Seller in connection such Sale and Disposition. Unless otherwise permitted Buyer, such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. If Seller effects a Sale and Disposition with respect to any Purchased Assets, Buyer shall instruct the Account Bank to apply all Income deposited in the Waterfall Account in respect of such Sale and Disposition on the related Early Repurchase Date in accordance with the priorities set forth in Section 5.02 herein. For the sake of clarity, nothing contained in this Agreement or any other Repurchase Document shall limit or otherwise restrict Seller’s ability to reduce the Aggregate Purchase Price by remitting cash directly to Buyer to be applied towards such reduction. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) repurchase if Buyer determines on any Purchased date that any Underlying Asset that no longer qualifies as is not an Eligible AssetAsset or is the subject of a Representation Breach, as determined by at Buyer’s request, Seller shall pay Buyer the Repurchase Price allocable to such Underlying Assets and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to shall cause the outstanding Purchase Price applicable Underlying Entity to sell or otherwise transfer out such Underlying Asset (1) if Buyer delivers notice of such Purchased Asset to be equal to request before 11:00 a.m. New York City time on a Business Day, by no later than 5:00 p.m. New York City time on the following Business Day or less (2) if Buyer delivers notice of such request after 11:00 a.m. New York City time on a Business Day, by no later than 5:00 p.m. New York City time two (2) Business Days following the Maximum Concentration Limitdate of such notice.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate any Transaction (or make a partial reduction of outstanding Purchase Price with respect to a Transaction) with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the related Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) Seller notifies Buyer in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer writing at least three (3) Business Days (or such shorter period as Buyer may agree) before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (bii) Seller delivers an officer’s certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying, and Buyer shall further determine, that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would will exist as a result of such repurchase and no Margin Deficit is outstanding that will not be eliminated after giving effect to any such early repurchase), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee and/or Release Amount due in accordance with Section 3.07the terms of the Repurchase Documents, and (v) Seller thereafter complies with Section 3.06. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall within three (a3) Business Days repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides irrevocably notifies Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of and any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer Affiliated Hedge Counterparty at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance reasonably satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of immediately after giving effect to such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, Agreement and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) shall promptly upon written request of Buyer repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by BuyerBuyer and pays all related amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement. Any repurchase by Seller of a Purchased Asset as to which there exists a Representation Breach (or a Default or Event of Default relating solely to such Purchased Asset) shall, upon such repurchase, cure such Representation Breach (or such Default or Event of Default) and any Default or Event of Default arising solely from such Representation Breach (bor such Default or Event of Default) reduce shall no longer exist. Seller shall have the outstanding Purchase right, from time to time on any date prior to the Repurchase Date, to transfer cash to Buyer and pay any amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement for the purpose of reducing the Repurchase Price of for any Purchased Asset with respect Asset, without terminating the Transaction relating to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset and without any prepayment fee or penalty. Further, Seller may, at any time upon one (1) Business Days notice to be equal to or less than Buyer, terminate this Agreement (except for those provisions which, expressly by their terms, survive termination) so long as at the Maximum Concentration Limittime of such termination there are no outstanding Transactions and no outstanding transactions under any Interest Rate Protection Agreement with an Affiliated Hedge Counterparty and all of the Repurchase Obligations have been fully and completely been satisfied.

Early Repurchase Date; Mandatory Repurchases. (i) Seller may shall be entitled to terminate any a Transaction with respect to any or all Purchased Assets on demand and repurchase such the Purchased Assets Asset subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice upon satisfaction of the Early Repurchase Date, following conditions: (iiA) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one No later than two (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (32) Business Days before prior to the proposed Early Repurchase Date, Seller notifies Administrative Agent in each casewriting of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the proposed Early Repurchase Date and identifying with particularity the Purchased Asset(s) Asset to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of on such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, (B) on such Early Repurchase Date, Seller pays to Buyer any Administrative Agent, on behalf of Buyers, an amount due under Section 12.03 and pays all amounts due equal to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreementsum of (x) the Repurchase Price for the applicable Purchased Asset, and (dy) except any other amounts due and payable under this LEGAL_US_E # 160815361.8 Agreement (including, without limitation, Article 14(f) of this Agreement) with respect to such Purchased Asset against transfer to Seller or its agent of the Purchased Assets, (C) no Potential Event of Default, Event of Default or Margin Deficit shall be continuing or would occur or result from such early repurchase, and (D) on such Early Repurchase Date, Seller pays any Exit Fee which may be due and payable in connection with an early the repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due of such Purchased Asset in accordance with Section 3.07, the terms and Seller thereafter complies with Section 3.06. conditions of the Fee Letter. (ii) In addition to any other rights and remedies of Buyer Administrative Agent and Buyers under any Transaction Document, upon the occurrence of a Mandatory Early Repurchase DocumentEvent, Seller shall, in accordance with the procedures set forth in Section 3.06Article 3(f)(i)(B)-(D), immediately (a) and Article 3(h), repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than on the Maximum Concentration Limit.date (the “

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides notifies Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of and any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer Affiliated Hedge Counterparty at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate either the Debt Yield Test or the PPV Test, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any related Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in each case in accordance with the procedures set forth in this Section 3.063.04 and Section 3.05, immediately and in accordance with the applicable Payment Procedures (ai) repurchase any Purchased Asset (a) that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce that is a Defaulted Asset, (c) when required to do so pursuant to the outstanding Purchase Price last paragraph of Section 6.02, or (d) for which all documents required to be delivered to Custodian under the Custodial Agreement have not been so delivered on a timely basis and (ii) make a partial repurchase of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount extent necessary to cause the outstanding Purchase Price cure a breach of such Purchased Asset to be equal to or less than the Maximum Concentration either Sub-Limit.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (continuing, or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets or Pledged Collateral other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, or, if the Facility Debt Yield Test was then not in compliance, would improve the level of noncompliance, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.073.08, and Seller thereafter complies with Section 3.063.05; provided further, if any of the events described in Section 12 result in Buyer’s election to use the Alternative Rate or Buyer’s request for additional amounts, then Seller shall have the option to notify Buyer in writing of its intent to terminate this Agreement and all of the Transactions and repurchase all of the Purchased Assets without payment of any Exit Fees no later than five (5) Business Days after such notice is given to Buyer, and such repurchase by Seller shall be otherwise conducted pursuant to and in accordance with this Section 3.04 and each of the other applicable terms of this Agreement. Notwithstanding the foregoing, should any Margin Deficit exist after giving effect to any repurchase under this Section 3.04, Seller shall also pay the amount of each related Margin Deficit to Buyer at the same time that Seller pays the related Repurchase Price to Buyer hereunder. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.063.05, immediately within two (a2) Business Days, repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer. No additional advance, and (b) reduce the outstanding Purchase Price of future funding or any other additional funding shall be permitted in connection with any Purchased Asset Asset, other than pursuant to either (i) a new Transaction Request submitted in accordance with respect to which the Maximum Concentration Limit is exceeded by terms of Section 3.01 or (ii) a new Future Funding Confirmation submitted in accordance with the amount necessary to cause the outstanding Purchase Price terms of such Purchased Asset to be equal to or less than the Maximum Concentration LimitSection 3.10.

Early Repurchase Date; Mandatory Repurchases. (a) The applicable Seller may terminate any Transaction with respect to any or all Purchased Assets sold by such Seller and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), such Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) such Seller delivers a certificate from a Responsible Officer of such Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, unless all such Liens are satisfied in full on or before the related Early Repurchase Date (c) if the Early Repurchase Date is not a Remittance Date, such Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except such Seller pays to Buyer the related (if any) Exit Fee due and payable, but no such Exit Fee shall be due and payable if the related repurchase occurs in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07Exempted Transaction, and (e) such Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, the applicable Seller shall, in accordance with the procedures set forth in Section 3.06within two (2) Business Days of receipt of written notice from Buyer, immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset. (c) In addition to the foregoing, as determined by Buyerin connection with each repurchase made pursuant to Section 3.04(a), if such repurchase occurs at any time during (i) (x) the First Extension Period if Buyer has not granted the Funding Period Extension Option or (y) the Second Extension Period if Buyer has granted the Funding Period Extension Option, then in either case the applicable Seller shall pay an amount equal to 110% of the applicable Repurchase Price otherwise payable for such date, and (bii) (x) the Second Extension Period if Buyer has not granted the Funding Period Extension Option or (y) the Third Extension Period, then in each case the applicable Seller shall pay an amount equal to 125% of the applicable Repurchase Price otherwise payable for such date; provided, however, if (x) at the time of any repurchase during the time period described in clause (i) above, there are at least seven (7) remaining Purchased Assets and the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds nine percent (9.0%), or (y) if at the time of any repurchase during the time period described in clause (ii) above, (i) the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds twelve and one-half percent (12.5%), and (ii) the PPV Ratio for all of the remaining Purchased Assets, calculated on an aggregate basis, is less than or equal to forty-five percent (45%), then the amount payable pursuant to the applicable clause shall be solely the applicable Repurchase Price for such date. The proceeds of any payment made pursuant to this Section 3.04(c) in excess of the applicable Repurchase Price that otherwise would have been payable shall be applied by Buyer first to repay any outstanding Margin Deficits, and second to reduce the unpaid Repurchase Prices of all remaining Purchased Assets on a pro rata basis, unless such Seller and Buyer otherwise agree to apply any such amounts differently. (d) In addition, at any time during the existence of an uncured Event of Default or an unsatisfied Margin Deficit, if a Seller elects to repurchase a Purchased Asset due to the prepayment in whole (but not in part) of the underlying Whole Loan, such Seller shall pay to Buyer one-hundred percent (100%) of the net proceeds due in connection with the payoff of the underlying Purchased Asset in question, up to the amount of funds necessary to both cure the Event of Default and/or unsatisfied Margin Deficit (and pay in full the Repurchase Price for such Purchased Asset). All such net proceeds in excess of the outstanding Purchase Repurchase Price of any the related Purchased Asset with respect shall be applied first to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such any other Purchased Asset to be equal the extent of any Margin Deficit, and then pro-rata to the Repurchase Prices of all other Purchased Assets, unless such Seller and Buyer otherwise agree to apply such amount differently, and if such application has served to fully cure all outstanding Defaults or less than Events of Default and pay to Buyer any other amounts due and payable under the Maximum Concentration LimitRepurchase Documents, then any remaining amounts to such Seller.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets or Underlying Assets and repurchase such Purchased Assets or Underlying Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) or Underlying Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Underlying Assets other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately repurchase (ai) repurchase any Purchased Asset that no longer qualifies as an Eligible AssetAsset and any Underlying Asset that no longer qualifies as an Eligible Mortgage Loan or Eligible REO Property, in each case as determined by Buyer, and (bii) reduce the outstanding Purchase Price of any Purchased Asset with respect to or Underlying Asset the Market Value of which the Maximum Concentration Limit is exceeded determined by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset Buyer to be equal to or less than the Maximum Concentration Limitzero.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “"Early Repurchase Date”"); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer's Lien, unless all such Liens are satisfied in full on or before the related Early Repurchase Date (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except Seller pays to Buyer the related (if any) Exit Fee due and payable, but no such Exit Fee shall be due and payable if the related repurchase occurs in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07Exempted Transaction, and (e) Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall within two (a2) Business Days repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer. (c) In addition to the foregoing, in connection with each repurchase made pursuant to Section 3.04(a), if such repurchase occurs at any time after (i) the initial Facility Termination Date but prior to the first Extended Facility Termination Date, Seller shall pay an amount equal to 110% of the applicable Repurchase Price otherwise payable for such date and (ii) the first Extended Facility Termination Date, Seller shall pay an amount equal to 125% of the applicable Repurchase Price otherwise payable for such date; provided, however, if (x) at the time of any repurchase during the time period described in clause (i) above, there are at least seven (7) remaining Purchased Assets and each of them comply with the applicable PPV Test and Debt Yield Test, or (y) if at the time of any repurchase during the time period described in clause (ii) above, (i) the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds twelve and one-half percent (12.5%), and (bii) PPV Ratio for all of the remaining Purchased Assets, calculated on an aggregate basis, is less than or equal to forty-five percent (45%), then the amount payable pursuant to the applicable clause shall be solely the applicable Repurchase Price for such date. The proceeds of any payment made pursuant to this Section 3.04(c) in excess of the Applicable Repurchase Price that otherwise would have been payable shall be applied by Buyer first to repay any outstanding Margin Deficits, and second to reduce the unpaid Repurchase Prices of all remaining Purchased Assets on a pro rata basis, unless Seller and Buyer otherwise agree to apply any such amounts differently. (d) In addition, at any time during the existence of an uncured Event of Default or an unsatisfied Margin Deficit, if Seller elects to repurchase a Purchased Asset due to the prepayment in whole (but not in part) of the underlying Whole Loan, Seller shall pay to Buyer one-hundred percent (100%) of the net proceeds due in connection with the payoff of the underlying Purchased Asset in question, up to the amount of funds necessary to both cure the Event of Default and/or unsatisfied Margin Deficit (and pay in full the Repurchase Price for such Purchased Asset). All such net proceeds in excess of the outstanding Purchase Repurchase Price of any the related Purchased Asset with respect shall be applied first to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such any other Purchased Asset to be equal the extent of any Margin Deficit, and then pro-rata to the Repurchase Prices of all other Purchased Assets, unless Seller and Buyer otherwise agree to apply such amount differently, and if such application has served to fully cure all outstanding Defaults or less than Events of Default and pay to Buyer any other amounts due and payable under the Maximum Concentration LimitRepurchase Documents, then any remaining amounts to Seller.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Seller Demand Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchaserepurchase (unless the repurchase in question would result in the satisfaction in full of the related Margin Deficit), (c) if the Early Seller Demand Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount amounts due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) repurchase following a determination by Buyer that any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Seller shall, upon three (3) Business Days prior written notice from Buyer, and (b) reduce the outstanding Purchase Price of repurchase any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit(at its applicable Repurchase Price).

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07the terms of the Fee Letter, and (e) Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible AssetMortgage Loan, as determined by Buyer, Buyer and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to the Market Value of which the Maximum Concentration Limit is exceeded determined by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset Buyer to be equal to or less than the Maximum Concentration Limitzero.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller irrevocably notifies Buyer (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice Seller’s sale of the Early Repurchase Daterelated Purchase Assets to a third party, (ii) in connection with by 9:00 a.m. New York time on the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 9:00 a.m. New York time at least three (3) Business Days before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, and providing the CUSIP, notional amount, and any Trade Tickets related to each such Purchased Asset, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) shall repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of . Seller shall repurchase any Purchased Asset with respect to which that no longer qualifies as an Eligible Asset, (1) if Buyer delivers notice thereof before 11:00 a.m. New York City time on a Business Day, no later than 5:00 p.m. New York City time on the Maximum Concentration Limit is exceeded by following Business Day or (2) if Buyer delivers notice thereof after 11:00 a.m. New York City time on a Business Day, no later than 5:00 p.m. New York City time two (2) Business Days following the amount necessary to cause the outstanding Purchase Price date of such Purchased Asset to be equal to or less than the Maximum Concentration Limitnotice.

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate all or any portion of a Transaction on any date prior to the related Repurchase Date with respect to any or all Purchased Underlying Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) Underlying Assets to be repurchased and the Repurchase Price thereofthereof (which for the avoidance of doubt shall only include accrued and unpaid Price Differential through but excluding the proposed Early Repurchase Date), (bii) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Cash Trap Trigger Event (if the Aggregate Purchase Price would be greater than zero after such Sale and Disposition), Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchaserepurchase (or would not be fully cured after applying the related Net Liquidation Proceeds in accordance with Section 5.02), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07the terms of the Fee Letter, (v) Seller pays to Buyer the related Repurchase Price; provided, that in the case of an Ordinary Course Disposition or a Sale and Disposition of an Underlying Asset, (x) the related Net Liquidation Proceeds are remitted directly to the applicable Sub-Participation Interest Account (or first deposited in the applicable Participation Interest Account), and then distributed to the applicable Underlying Entity Account (if applicable) and then to the Waterfall Account, all within one (1) Business Day following the applicable monthly remittance date (as specified in the related Servicing Agreement), and (y) Seller remits the positive difference (if any) between the Repurchase Price for such Purchased Assets and the related Net Liquidation Proceeds to the Waterfall Account or otherwise at the direction of Buyer and (vi) Seller thereafter complies with Section 3.063.05. Buyer shall cooperate with Seller in connection with Seller effecting a Sale and Disposition with respect to the Underlying Assets including without limitations entering into bailee letters and escrow arrangements as reasonably requested by Seller in connection such Sale and Disposition. Unless otherwise permitted Buyer, such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. If Seller effects an Ordinary Course Disposition or a Sale and Disposition with respect to any Purchased Assets, Buyer shall instruct the Account Bank to apply all Income deposited in the Waterfall Account in respect of such Ordinary Course Disposition or Sale and Disposition on the related Early Repurchase Date in accordance with the priorities set forth in Section 5.02 herein. For the sake of clarity, nothing contained in this Agreement or any other Repurchase Document shall limit or otherwise restrict Seller’s ability to reduce the Aggregate Purchase Price by remitting cash directly to Buyer to be applied towards such reduction. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, if Buyer determines on any date that any Underlying Asset is not an Eligible Asset or is the subject of a Representation Breach, at Buyer’s request, Seller shallshall pay Buyer the Repurchase Price allocable to such Underlying Assets and shall cause the applicable Underlying Entity to sell or otherwise transfer out such Underlying Asset (1) if Buyer delivers notice of such request before 11:00 a.m. New York City time on a Business Day, by no later than 5:00 p.m. New York City time on the second (2nd) following Business Day or (2) if Buyer delivers notice of such request after 11:00 a.m. New York City time on a Business Day, by no later than 5:00 p.m. New York City time on the third (3rd) Business Day following the date of such notice. (u) Section 3.07 of the Repurchase Agreement is hereby amended by deleting it in accordance its entirety and replacing it with the procedures set forth in Section 3.06, immediately following (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.modified text underlined for review purposes):

Early Repurchase Date; Mandatory Repurchases. (a) Seller may terminate any Transaction (or make a partial reduction of outstanding Purchase Price with respect to a Transaction) with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the related Repurchase Date (an “"Early Repurchase Date”"); provided, that (a) with respect to repurchases (i) Seller notifies Buyer in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer writing at least three (3) Business Days (or such shorter period as Buyer may agree) before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (bii) Seller delivers an officer's certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying, and Buyer shall further determine, that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would will exist as a result of such repurchase and no Margin Deficit is outstanding that will not be eliminated after giving effect to any such early repurchase), (ciii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (div) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee and/or Release Amount due in accordance with Section 3.07the terms of the Repurchase Documents, and (v) Seller thereafter complies with Section 3.06. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall within three (a3) Business Days repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer. (c) Commencing January 30, 2015 and subject to the proviso hereto, (i) if the number of Controlling Assets that are Purchased Assets is greater than or equal to four (4) but less than or equal to seven (7) and the aggregate outstanding Purchase Price for all such Controlling Assets is greater than or equal to $65,000,000 but less than $100,000,000, (A) the Maximum Applicable Percentage for all Participation Interests, and (bB) the Applicable Percentage for each Participation Interest that is a Purchased Asset with an existing Applicable Percentage in excess of 50%, shall be reduced automatically to 50% and, in connection therewith, Seller shall immediately pay (without payment of the Exit Fee) to the Buyer an amount necessary to reduce the outstanding Purchase Price for each applicable Participation Interest, taking into account the reduced Applicable Percentage, together with all applicable Repurchase Price owed to Buyer in connection with each such reduction of any the Purchase Price, and/or (ii) if the number of Controlling Assets that are Purchased Assets is less than or equal to three (3) or the aggregate outstanding Purchase Price for all such Controlling Assets is less than $65,000,000, (A) the Maximum Applicable Percentage for all Participation Interests, and (B) the Applicable Percentage for each Participation Interest that is a Purchased Asset, shall be reduced automatically to zero percent (0%), each such Purchased Asset shall no longer be an Eligible Asset, no advances or additional advances, as applicable, of Purchase Price shall be made by Buyer with respect to which any Participation Interest or Purchased Asset that is a Participation Interest and Seller shall immediately repurchase such Participation Interests by paying to Buyer the aggregate outstanding Repurchase Price for all such Participation Interests; provided, however, the foregoing provisions of this Section 3.05(c) shall be waived for each six (6) month period immediately following the closing of a Capital Markets Transaction. In connection with clause (i) of this Subsection 3.05(c), Seller shall, in connection with the required reduction in Maximum Concentration Limit is exceeded by Applicable Percentage, Applicable Percentage and Purchase Price for any Participation Interests that are Purchased Assets, execute new Confirmations to confirm the amount necessary to cause the new Maximum Applicable Percentage, Applicable Percentage and reduced outstanding Purchase Price of for each such Purchased Asset to be equal to or less than (without payment of the Maximum Concentration LimitExit Fee).

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller irrevocably notifies Buyer and any Affiliated Hedge Counterparty (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice Seller’s sale of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all related Purchased Assets from Buyer following receipt to a third party, by Seller of a written notice from Buyer pursuant to Section 12.01, 12:00 a.m. on the next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 12:00 a.m. at least three (3) Business Days (or such shorter period as the Buyer may agree to in writing) before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, and providing the CUSIP, notional amount, and any Trade Tickets related to each such Purchased Asset, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately shall repurchase within three (a3) repurchase Business Days of notice thereof any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. (i) Seller may shall be entitled to terminate any a Transaction with respect to any or all Purchased Assets on demand and repurchase such the Purchased Assets Asset subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice upon satisfaction of the Early Repurchase Date, following conditions: (iiA) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one No later than two (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (32) Business Days before prior to the proposed Early Repurchase Date, Seller notifies Administrative Agent in each casewriting of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the proposed Early Repurchase Date and identifying with particularity the Purchased Asset(s) Asset to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of on such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, (B) on such Early Repurchase Date, Seller pays to Buyer any Administrative Agent, on behalf of Buyers, an amount due under Section 12.03 and pays all amounts due equal to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreementsum of (x) the Repurchase Price for the applicable Purchased Asset, and (dy) except any other amounts due and payable under this LEGAL_US_E # 160815361.8 Agreement (including, without limitation, Article 14(f) of this Agreement) with respect to such Purchased Asset against transfer to Seller or its agent of the Purchased Assets, (C) no Potential Event of Default, Event of Default or Margin Deficit shall be continuing or would occur or result from such early repurchase, and (D) on such Early Repurchase Date, Seller pays any Exit Fee which may be due and payable in connection with an early the repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due of such Purchased Asset in accordance with Section 3.07, the terms and Seller thereafter complies with Section 3.06. conditions of the Fee Letter. (ii) In addition to any other rights and remedies of Buyer Administrative Agent and Buyers under any Transaction Document, upon the occurrence of a Mandatory Early Repurchase DocumentEvent, Seller shall, in accordance with the procedures set forth in Section 3.06Article 3(f)(i)(B)-(D), immediately (a) and Article 3(h), repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to on the date (the “Mandatory Early Repurchase Date”) that is two (2) Business Days after the earlier of Seller’s receipt of notice from Administrative Agent or less than Seller’s Knowledge of the Maximum Concentration Limitoccurrence thereof.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any the Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the scheduled Repurchase Date (including in connection with a full payoff of all amounts due in respect of such Purchased Asset by the related Underlying Obligor) (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase), there are no other Liens on the remaining Purchased Assets, Pledged Collateral or Pledged Assets other than Liens granted pursuant to the Repurchase Documents, and such repurchase would not cause Seller to violate the Facility Debt Yield Test, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, 3.07 and Seller thereafter complies with Section 3.063.05. Notwithstanding the foregoing, should any Margin Deficit exist after giving effect to any repurchase under this Section 3.04, Seller shall also pay the amount of each related Margin Deficit to Buyer at the same time that Seller pays the related Repurchase Price to Buyer hereunder. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in this Section 3.06, 3.04 and Section 3.05 immediately (ai) repurchase any Purchased Asset that (I) either (a) no longer qualifies as an Eligible Asset, as determined by Buyer, and or (b) reduce for which all documents required to be delivered to Custodian under the outstanding Purchase Price of any Custodial Agreement have not been so delivered on a timely basis or (II) is a Mezzanine Loan, immediately after the related Whole Loan is no longer a Purchased Asset with respect or (ii) make a partial or complete repurchase of one or more of the Purchased Assets to which the Maximum Concentration Limit is exceeded by the amount extent necessary to cause the outstanding Purchase Price cure a breach of such Purchased Asset to be equal to or less than the Maximum Concentration a Sub-Limit.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. (i) Seller may shall be entitled to terminate any a Transaction with respect to any or all Purchased Assets on demand and repurchase such the Purchased Assets Asset subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice upon satisfaction of the Early Repurchase Date, following conditions: (iiA) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one No later than two (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (32) Business Days before prior to the proposed Early Repurchase Date, Seller notifies Buyer in each casewriting of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the proposed Early Repurchase Date and identifying with particularity the Purchased Asset(s) Asset to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of on such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, (B) on such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for the applicable Purchased Asset, (y) any amount other amounts then due and payable under Section 12.03 this Agreement (including, without limitation, Article 14(f) of this Agreement) with respect to such Purchased Asset against transfer to Seller or its agent of the Purchased Assets, (C) no Potential Event of Default, Event of Default or Margin Deficit shall be continuing or would occur or result from such early repurchase (unless such repurchase would cure any of the foregoing), and (D) on such Early Repurchase Date, Seller pays any Exit Fee which may be due and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except payable in connection with an early the repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due of such Purchased Asset in accordance with Section 3.07, the terms and Seller thereafter complies with Section 3.06. conditions of the Fee Letter. (ii) In addition to any other rights and remedies of Buyer under any Transaction Document, upon the occurrence of a Mandatory Early Repurchase DocumentEvent, Seller shall, in accordance with the procedures set forth in Section 3.06Article 3(f)(i)(B)-(D), immediately (a) and Article 3(h), repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to on the date (the “Mandatory Early Repurchase Date”) that is two (2) Business Days after the earlier of Seller’s receipt of notice from Buyer or less than Seller’s Knowledge of the Maximum Concentration Limitoccurrence thereof.

Early Repurchase Date; Mandatory Repurchases. (a) Any Seller may terminate any Transaction or Transactions with respect to any or all Purchased Assets related to such Seller and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (ai) such Seller irrevocably notifies Buyer (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice such Seller’s sale of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all related Purchased Assets from Buyer following receipt to a third party, by Seller of a written notice from Buyer pursuant to Section 12.01, 10:00 a.m. New York City time on the next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 10:00 a.m. New York City time at least three two (32) Business Days (or such shorter period as the Buyer in its discretion may agree to in writing) before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of providing the CUSIP and notional amount related to each such repurchase)Purchased Asset, (cii) if the Early Repurchase Date is not a Remittance Date, such Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (diii) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and such Seller thereafter complies with Section 3.06. 3.05; provided, further, that if any Seller elects to repurchase any Subordinate Security on an Early Repurchase Date, the Sellers must also repurchase all other Subordinate Securities subject to Transactions on such Early Repurchase Date. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.

Early Repurchase Date; Mandatory Repurchases. (a) The applicable Seller may terminate any Transaction with respect to any or all Purchased Assets sold by such Seller and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), such Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) such Seller delivers a certificate from a Responsible Officer of such Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer’s Lien, unless all such Liens are satisfied in full on or before the related Early Repurchase Date (c) if the Early Repurchase Date is not a Remittance Date, such Seller pays to Buyer any amount due under Section 12.03 12.0312.04 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except such Seller pays to Buyer the related (if any) Exit Fee due and payable, but no such Exit Fee shall be due and payable if the related repurchase occurs in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07Exempted Transaction, and (e) such Seller thereafter complies with Section 3.063.05. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. (b) In addition to other rights and remedies of Buyer under any Repurchase Document, the applicable Seller shall, in accordance with the procedures set forth in Section 3.06within two (2) Business Days of receipt of written notice from Buyer, immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset. (c) In addition to the foregoing, as determined by Buyerin connection with each repurchase made pursuant to Section 3.04(a), if such repurchase occurs at any time during (i) (x) the First Extension Period if Buyer has not granted the Funding Period Extension Option or (y) the Second Extension Period if Buyer has granted the Funding Period Extension Option, then in either case the applicable Seller shall pay an amount equal to 110% of the applicable Repurchase Price otherwise payable for such date, and (bii) (x) the Second Extension Period if Buyer has not granted the Funding Period Extension Option or (y) the Third Extension Period, then in each case the applicable Seller shall pay an amount equal to 125% of the applicable Repurchase Price otherwise payable for such date; provided, however, if (x) at the time of any repurchase during the time period described in clause (i) above, there are at least seven (7) remaining Purchased Assets and the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds nine percent (9.0%), or (y) if at the time of any repurchase during the time period described in clause (ii) above, (i) the Debt Yield for all of the remaining Purchased Assets, calculated on an aggregate basis, equals or exceeds twelve and one-half percent (12.5%), and (ii) the PPV Ratio for all of the remaining Purchased Assets, calculated on an aggregate basis, is less than or equal to forty-five percent (45%), then the amount payable pursuant to the applicable clause shall be solely the applicable Repurchase Price for such date. The proceeds of any payment made pursuant to this Section 3.04(c) in excess of the applicable Repurchase Price that otherwise would have been payable shall be applied by Buyer first to repay any outstanding Margin Deficits, and second to reduce the unpaid Repurchase Prices of all remaining Purchased Assets on a pro rata basis, unless such Seller and Buyer otherwise agree to apply any such amounts differently. (d) In addition, at any time during the existence of an uncured Event of Default or an unsatisfied Margin Deficit, if a Seller elects to repurchase a Purchased Asset due to the prepayment in whole (but not in part) of the underlying Whole Loan, such Seller shall pay to Buyer one-hundred percent (100%) of the net proceeds due in connection with the payoff of the underlying Purchased Asset in question, up to the amount of funds necessary to both cure the Event of Default and/or unsatisfied Margin Deficit (and pay in full the Repurchase Price for such Purchased Asset). All such net proceeds in excess of the outstanding Purchase Repurchase Price of any the related Purchased Asset with respect shall be applied first to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such any other Purchased Asset to be equal the extent of any Margin Deficit, and then pro-rata to the Repurchase Prices of all other Purchased Assets, unless such Seller and Buyer otherwise agree to apply such amount differently, and if such application has served to fully cure all outstanding Defaults or less than Events of Default and pay to Buyer any other amounts due and payable under the Maximum Concentration LimitRepurchase Documents, then any remaining amounts to such Seller.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller irrevocably notifies Buyer (x) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant repurchase notice submitted subject to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice Seller's sale of the Early Repurchase Daterelated Purchase Assets to a third party, (ii) in connection with by 10:00 a.m. New York time on the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, next Business Day following the occurrence related trade date of any of the events set forth in Section 12.02, such sale or in connection with the repayment in full of a Mortgage Loan (y) by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer 10:00 a.m. New York time at least three (3) Business Days before the proposed Early Repurchase Date, in each case, case identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, and providing the CUSIP, notional amount, and any Trade Tickets related to each such Purchased Asset, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase (unless such repurchase would result in the satisfaction in full of the related Margin Deficit) and there are no other Liens on the Purchased Assets or Pledged Collateral other than Buyer's Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.063.05. With respect to any Purchased Asset Seller elects to repurchase pursuant to this Section 3.04 which is subsequently included by Seller or any Affiliate of Seller in a securitization transaction within six (6) months of the related Early Repurchase Date, Seller shall pay to Buyer the Exit Fee with respect to such Purchased Asset, and such Exit Fee shall be deemed to be non-refundable and fully earned, on the closing date of the securitization transaction related to such Purchased Asset. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) repurchase following a determination by Buyer that any Purchased Asset that no longer qualifies as an Eligible Asset. Seller shall, as determined by upon two (2) Business Days prior written notice from Buyer, and (b) reduce the outstanding Purchase Price of repurchase any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit(at its applicable Repurchase Price).

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify irrevocably notifies Buyer at least three five (35) Business Days before the proposed Early Repurchase Date, in each case, Date identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default has occurred and is continuing (exists or would exist as a result of such repurchase)repurchase and there are no other Liens on the Purchased Assets other than Buyer’s Lien, (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement12.03, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, shall immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible AssetMortgage Loan, as determined by Buyer, Buyer and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to the Market Value of which the Maximum Concentration Limit is exceeded determined by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset Buyer to be equal to or less than the Maximum Concentration Limitzero.

Early Repurchase Date; Mandatory Repurchases. Seller may terminate any Transaction with respect to any or all Purchased Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) with respect to repurchases (i) in connection with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early Repurchase Date, (ii) in connection with the repurchase by Seller of all Purchased Assets from Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01, - 38 - following the occurrence of any of the events set forth in Section 12.02, or in connection with the repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date, and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer at least three (3) Business Days before the proposed Early Repurchase Date, in each case, identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (b) no Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a result of such repurchase), (c) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement, and (d) except in connection with an early repurchase resulting from a Principal Payment or Margin Deficit payment, Representation Breach or Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in accordance with Section 3.07, and Seller thereafter complies with Section 3.06. In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately (a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to which the Maximum Concentration Limit is exceeded by the amount necessary to cause the outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum Concentration Limit.