Common use of Early Repurchase Clause in Contracts

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five two (52) Business Days prior to such Early Repurchase Date (except or on any Business Day if such Early Repurchase Date is in connection with curing a Margin DeficitDefault, Event of Default, representation breach, Default or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be requiredMargin Deficit is cured by such repurchase), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced occurred and be continuing both as of the date notice is delivered pursuant to cure Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default and is diligently proceeding to cure the same prior to cured by such Default becoming an Event of Defaultrepurchase; (iii) or no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Early Repurchase Date takes place on the repurchase first (1st) Business Day of the Purchased Asset cures any occurrence of such Default or Event of DefaultDefault and such Event of Default is cured by such repurchase; (iiiiv) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (ivv) any unsatisfied Margin Call Deficit Event is cured in connection contemporaneously with such early repurchase; and (vvi) on such Early Repurchase Date, Seller pays to Purchaser the any related Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled from time to time to terminate a Transaction in whole but not in part on demand and to repurchase the Purchased Asset Securities subject to such Transaction on any Business Day prior to the Repurchase Date (each such date of repurchase, an “Early Repurchase Date”); provided, however, that: that the effectiveness of each such termination shall be subject to the conditions that Seller: (i) no later than five (5) Business Days prior to shall have repurchased on such Early Repurchase Date Date, all such Purchased Securities subject to such Transaction, (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(jii) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser Buyer in writing of its intent to terminate such all or a portion of the Transaction and to repurchase the corresponding Purchased Securities no later than three (3) Business Days prior to the corresponding Early Repurchase Date and (iii) on such Early Repurchase Date shall have paid to Buyer an amount equal to the sum of the Repurchase Price for the corresponding Purchased Securities, and any other amounts payable under this Agreement (including, without limitation, the Early Repurchase Indemnified Amounts) with respect to such early repurchase against transfer to Seller or its agent of such Purchased Asset, setting Securities. Such notice shall set forth the Early Repurchase Date and identifying shall identify with particularity the Purchased Asset Securities to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible . Any such notice delivered by Seller shall be irrevocable upon delivery to cureBuyer. Notwithstanding the foregoing, provided that Seller shall have commenced the right on any Business Day to cure such Default and is diligently proceeding pay to cure the same prior to such Default becoming an Event of Default) Buyer all or Event of Default shall have occurred and be continuing both as any portion of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paidPrice.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Xxxxxxxxxx Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (iA) no later than five three (53) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required)Date, Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; provided that, Seller shall have the right to revoke such notice at any time up to the Business Day prior to such Early Repurchase Date and that if the repurchase is for purposes of Seller’s cure or satisfaction of a Default, Event of Default or Margin Deficit, no such prior notice shall be required; (iiB) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of DefaultDefault is cured by such repurchase; (iiiC) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (ivD) any unsatisfied Margin Deficit then existing for which a Margin Call has been delivered is cured in connection contemporaneously with such early repurchase; and (vE) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset. With respect to any Purchased Asset, within five (5) Business Days after the earlier to occur of (i) Seller obtaining knowledge that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset or (ii) receipt of written notice from Purchaser that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset, Seller shall be required to terminate the relevant Transaction and repurchase such Purchased Asset and pay to Purchaser cash in an amount equal to the extent Repurchase Price for such Purchased Asset (the Borrower under the Mortgage Loan makes a repaymentdate of such repurchase, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid“Mandatory Early Repurchase Date”).

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (iA) no later than five three (53) Business Days prior to such Early Repurchase Date (except or such later date as agreed to by Purchaser or on any Business Day if such Early Repurchase Date is in connection with curing a Margin DeficitDefault, Event of Default, representation breach, Default or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice Margin Call shall be requiredcured by such repurchase), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (iiB) No Default no other Purchased Asset is then subject to a Mandatory Early Repurchase Event; (other than any Default of an administrative or immaterial nature that is susceptible to cureC) no Default, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) Default or Limited Crossed Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date; provided, unless that notwithstanding the repurchase existence of the Purchased Asset cures any such Default or a Limited Crossed Event of Default, such early repurchase may proceed with respect to any Purchased Asset that is the subject of a Margin Call or as to which Seller has requested a Material Modification that Purchaser has denied within sixty (60) days of the date of such early repurchase; (iiiD) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (ivE) any unsatisfied Margin Deficit for which a Margin Call has been issued in accordance with the terms of Article 4 herein is cured in connection paid contemporaneously with such early repurchase, if applicable; and (vF) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. The applicable Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Default, Event of Default, breach of representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) same Business Day written notice prior to 12:00 noon shall be required), such Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced occurred and be continuing both as of the date notice is delivered pursuant to cure Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default and is diligently proceeding to cure the same prior to cured contemporaneously with such Default becoming an Event of Defaultrepurchase; (iii) or no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Early Repurchase Date takes place no later than the repurchase fifth (5th) Business Day after the occurrence of the Purchased Asset cures any such Default or Event of DefaultDefault and such Event of Default is cured contemporaneously with such repurchase; (iiiiv) on such Early Repurchase Date, such Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to such Seller or its designated agent of such Purchased Asset; (ivv) any unsatisfied Margin Call Deficit is cured in connection contemporaneously with such early repurchase; and (vvi) on such Early Repurchase Date, such Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, as reasonably determined by Purchaser, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: : (iA) no later than five three (53) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required)Date, Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible to cure; provided that, provided that Seller shall have commenced the right to cure revoke such Default and is diligently proceeding notice at any time up to cure the same Business Day prior to such Default becoming an Early Repurchase Date and that if the repurchase is for purposes of Seller’s cure or satisfaction of a Default, Event of DefaultDefault or Margin Deficit, no such prior notice shall be required; (B) no Default or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; Default is cured by such repurchase; 27 (iiiC) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; ; (ivD) any unsatisfied Margin Deficit then existing for which a Margin Call has been delivered is cured in connection contemporaneously with such early repurchase; and and (vE) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset. With respect to any Purchased Asset, within five (5) Business Days after the earlier to occur of (i) Seller obtaining knowledge that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset or (ii) receipt of written notice from Purchaser that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset, Seller shall be required to terminate the relevant Transaction and repurchase such Purchased Asset and pay to Purchaser cash in an amount equal to the extent Repurchase Price for such Purchased Asset (the Borrower under the Mortgage Loan makes a repaymentdate of such repurchase, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid“Mandatory Early Repurchase Date”).

Early Repurchase. (a) So long as no Event of Default with respect to Seller (and no event that, with the giving of notice, the passage of time, or both, would constitute such an Event of Default) shall exist and be continuing, Seller shall be entitled have the right to terminate a Transaction on demand and repurchase accelerate the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Termination Date (an “Early Repurchase Date”); provided, however, that: (i) no later than upon five (5) Exchange Business Days prior Days' notice to Buyer by notifying Buyer of the Exchange Business Day on which such accelerated Termination Date shall occur, which date shall not be earlier than the fifth (5th) Exchange Business Day following receipt of such notice by Buyer (hereinafter referred to as, the "Early Repurchase Date Notice", and the Exchange Business Day so designated by Seller shall be hereinafter referred to as the "Early Repurchase Date"). (except b) The Early Repurchase Notice shall be irrevocable upon receipt by Buyer. Seller shall then be obligated to pay the Repurchase Price no later than the Early Repurchase Date, subject to the same requirements as if such Early Repurchase Date is were the Termination Date. If Seller fails to timely pay the Repurchase Price, Buyer shall have no obligation to return the Assets. The Parties agree there shall be no fee, charge, cost or diminution in connection with curing the opportunity for gain or loss imposed on Seller as a Margin Deficit, Event result of Default, representation breach, or in connection with any an acceleration of the events Termination Date pursuant to this Section 2.8 and no Price Differential shall accrue or be payable following payment in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as full of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paidPrice.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required)Date, Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; provided that, if the repurchase is for purposes of Seller’s cure or satisfaction of a Default, Event of Default or Margin Deficit, no such prior notice shall be required; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced occurred and be continuing both as of the date notice is delivered pursuant to cure Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default and is diligently proceeding to cure the same prior to cured by such Default becoming an Event of Defaultrepurchase; (iii) or no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Early Repurchase Date takes place on the repurchase first (1st) Business Day of the Purchased Asset cures any such Default or Event of DefaultDefault and such Event of Default is cured by such repurchase; (iiiiv) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (ivv) any unsatisfied Margin Call Deficit Event is cured in connection contemporaneously with such early repurchase; and (vvi) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. The applicable Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five two (52) Business Days prior to such Early Repurchase Date (except if Date, such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced occurred and be continuing both as of the date notice is delivered pursuant to cure Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default and is diligently proceeding to cure the same prior to cured contemporaneously with such Default becoming an Event of Defaultrepurchase; (iii) or no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of Default; (iiiiv) on such Early Repurchase Date, such Seller pays (in the Applicable Currency of such Purchased Asset) to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset Asset, any amounts required pursuant to Section 2(c) of the Fee Letter and any other amounts payable under this Agreement the Transaction Documents against transfer to such Seller or its designated agent of such Purchased Asset; (ivv) any unsatisfied Margin Call Deficit is cured in connection contemporaneously with such early repurchaserepurchase either by such Seller making a cash payment to Purchaser in addition to the amounts due under subclause (iv) above and/or applying Margin Excess in reduction of the Repurchase Price(s) of applicable Purchased Asset(s) sufficient to cure such Margin Deficit; and (vvi) on such Early Repurchase Date, such Seller pays to Purchaser (in the Exit Fees and Breakage Costs, if any, for Applicable Currency of such Purchased Asset, ) to Purchaser any Breakage Cost incurred by Purchaser and to the extent the Borrower under the Mortgage Loan makes a repayment, the any Exit Fees payable in connection with such early repurchase of such Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paidAsset.

Early Repurchase. The applicable Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five three (53) Business Days prior to such Early Repurchase Date (except if Date, such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase DateDate (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Default, Event of Default, representation breach or any of the events in Article 6 having occurred with respect to such Transaction, in which case only same Business Day written notice shall be required); (ii) No no monetary or material non-monetary Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced occurred and be continuing both as of the date notice is delivered pursuant to cure Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default and is diligently proceeding to cure the same prior to cured by such Default becoming an Event of Defaultrepurchase; (iii) or no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of DefaultDefault would be cured by such repurchase; (iiiiv) on such Early Repurchase Date, such Seller pays (in the Applicable Currency of such Purchased Asset) to Purchaser an amount equal to the Repurchase Price (including, without limitation, any applicable Breakage Costs) for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to such Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call is cured in connection with such early repurchase; and (v) on any Margin Deficit then existing is cured contemporaneously with such Early Repurchase Dateearly repurchase (including, Seller pays to Purchaser without limitation, by repurchasing the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the applicable Purchased Asset relating pursuant to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paidthis Article 3(d)).

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five three (53) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection other than with curing respect to any repurchase to cure a Margin Deficit, Event of Default, representation breach, or in connection with any of for which notice may be given on the events in Article 3(j) or Article 6 having occurred, in which case only one (1) same Business Day written notice shall be requiredDay), Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of DefaultDefault will be cured by such repurchase; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts then due and payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call Deficit is cured in connection contemporaneously with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage Costs, if any, for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required)Date, Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless the repurchase of the Purchased Asset cures any such Default or Event of DefaultDefault is cured by such repurchase; (iii) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (iv) any unsatisfied Margin Call Deficit is cured in connection contemporaneously with such early repurchase; and (v) on such Early Repurchase Date, Seller pays to Purchaser the Exit Fees and Breakage CostsFee, if any, for such Purchased Asset. With respect to any Purchased Asset, within two (2) Business Days after the earlier to occur of (i) Seller obtaining knowledge that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset or (ii) receipt of written notice from Purchaser that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset, Seller shall be required to terminate the relevant Transaction and repurchase such Purchased Asset and pay to Purchaser cash in an amount equal to the extent the Borrower under the Mortgage Loan makes a repayment, the Repurchase Price for such Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paidAsset.

Early Repurchase. Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to such Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) no later than five (5) Business Days prior to such Early Repurchase Date (except if such Early Repurchase Date is in connection with curing a Margin Deficit, Event of Default, representation breach, or in connection with any of the events in Article 3(j) or Article 6 having occurred, in which case only one (1) Business Day written notice shall be required)Date, Seller notifies Purchaser in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date, provided that, if the repurchase is for purposes of Seller’s cure or satisfaction of a Default, Event of Default or Margin Deficit, then notice may be given no later than 12:00 noon (New York City time) on the Business Day of such Early Repurchase; (ii) No no Default (other than any Default of an administrative or immaterial nature that is susceptible to cure, provided that Seller shall have commenced to cure such Default and is diligently proceeding to cure the same prior to such Default becoming an Event of Default) or shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Default is cured contemporaneously with such repurchase and no other Default continues to exist after such repurchase; (iii) no Event of Default shall have occurred and be continuing both as of the date notice is delivered pursuant to Article 3(d)(i) above and as of the applicable Early Repurchase Date, unless such Early Repurchase Date takes place no later than the repurchase first (1st) Business Day after the occurrence of the Purchased Asset cures any such Default or Event of DefaultDefault and such Event of Default is cured contemporaneously with such repurchase and no other Event of Default continues to exist after such repurchase; (iiiiv) on such Early Repurchase Date, Seller pays to Purchaser an amount equal to the Repurchase Price for the applicable Purchased Asset and any other amounts payable under this Agreement against transfer to Seller or its designated agent of such Purchased Asset; (ivv) any unsatisfied Margin Call Deficit is cured in connection contemporaneously with such early repurchase; and (vvi) on such Early Repurchase Date, Seller pays to Purchaser the any related Exit Fees and Breakage Costs, if any, Costs for such Purchased Asset, and to the extent the Borrower under the Mortgage Loan makes a repayment, the Purchased Asset relating to such Mortgage Loan shall be permitted to be repurchased so long as the Breakage Costs are paid.