Common use of Optional Repurchase Clause in Contracts

Optional Repurchase. (a) From and after the eighteen (18) month anniversary of the date hereof, the Company shall have the option, exercisable one or more times, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), all or a portion of the Shares held by Spectrum or its Affiliates for a purchase price per share of Common Stock equal to the Repurchase Price. (b) Each Repurchase Notice shall state: (1) the Repurchase Price, (2) the repurchase date, which shall be the seventh (7th) Trading Day following the date of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Company, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common Stock.

Optional Repurchase. (a) From Notwithstanding anything to the contrary contained in this Section 3.4 or any other provision of this Agreement and after without otherwise limiting the eighteen (18) month anniversary rights in respect of prepayments of the date hereofTerm Loans of the Borrower and its Subsidiaries, the Company shall have Borrower or any Subsidiary of the option, exercisable Borrower may repurchase outstanding Term Loans pursuant to this Section 3.4 on the following basis: (i) The Borrower or any Subsidiary of the Borrower may make one or more times, by providing written notice offers (each, a an “Repurchase NoticeOffer”) to Spectrum, to purchase (each, a “Repurchase”), repurchase all or a any portion of the Shares held Term Loans (such Term Loans, the “Offer Loans”) of Term Loan Lenders; provided that, (A) the Borrower shall have used commercially reasonable efforts to have the Facility rated by Spectrum or its Affiliates for a purchase price per share of Common Stock equal Standard & Poor’s and Moody’s prior to the Repurchase Price. proposed consummation date of such Offer, (bB) Each Repurchase Notice Standard & Poor’s shall state: not have issued, or indicated that it will issue, a rating with respect to the Facility of SD or D and Moody’s shall not have issued, or indicated that it will issue, a rating with respect to the Facility of C, in each case with such rating to be in effect at the time of the proposed consummation date of such Offer, (C) the Borrower or such Subsidiary delivers a notice of such Offer to the Administrative Agent and all Term Loan Lenders no later than noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the Repurchase Pricelast date on which such Offer may be accepted, (2) the repurchase datemaximum dollar amount of such Offer, which shall be the seventh (7th) Trading Day following the date of the Repurchase Notice (the “Repurchase Date”); (3) the number repurchase price per dollar of shares principal amount of Common Stock such Offer Loans at which the Borrower or such Subsidiary is willing to be repurchased; repurchase such Offer Loans and (4) the place instructions, consistent with this Section 3.4 with respect to the Offer, that a Term Loan Lender must follow in order to have its Offer Loans repurchased; (D) the Borrower or places where certificates such Subsidiary shall hold such Offer open for a minimum period of two Business Days; (if anyE) for a Term Loan Lender who elects to participate in the shares Offer may choose to sell all or part of Common Stock are to be surrendered for payment of the Repurchase Pricesuch Term Loan Lender’s Offer Loans; and (5F) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date such Offer shall be made to Term Loan Lenders holding the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds Offer Loans on a pro rata basis in accordance with the wire instructions provided by Spectrum respective principal amount then due and owing to the CompanyTerm Loan Lenders; provided, and Spectrum shall deliver or cause further that, if any Term Loan Lender elects not to be delivered to participate in the Company all of Spectrum’s (or its applicable Affiliates’) rightOffer, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, either in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed the amount of such Shares Term Loan Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans; (ii) In addition to any repurchase pursuant to Section 3.4(b)(i) above, the Borrower or its ownership rights any Subsidiary of the Borrower may repurchase all or any portion of the Term Loans held by (x) any Lender on terms mutually acceptable to the Borrower or such Subsidiary and to such Lender or (y) any CD&R Holder pursuant to and in accordance with the provisions of the Stockholders Agreement; (iii) With respect to all repurchases made by the Borrower or a Subsidiary of the Borrower, such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 3.4 in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject to the provisions of Section 3.7 and Section 3.11; (iv) Following any repurchase by the Borrower or any Subsidiary of the Borrower pursuant to this Section 3.4, (A) all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and no longer outstanding (and may not be resold by the Borrower or such Subsidiary), for all purposes of this Agreement and all other Loan Documents, (B) the Borrower or any Subsidiary of the Borrower, as the case may be, will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer; and (C) unless otherwise consented to by the Borrower, each Lender participating in such shares of Common Stock other than, in connection with the Repurchase, repurchase shall surrender to the Company, Borrower any outstanding Notes held by it all or a portion of which are being repurchased and such Notes shall be marked “cancelled” by the Borrower; and (2v) given Failure by the Borrower or a Subsidiary of the Borrower to make any Person other than, in connection with the Repurchase, the Company any transfer order, power payment to a Lender required by an agreement permitted by this Section 3.4(b) shall not constitute an Event of attorney or other authority of any nature whatsoever with respect to such shares of Common StockDefault under Section 8.1(a).

Optional Repurchase. Section 21.1. In the event that (ai) From the Bank gives notice to the Company of its intention to replace the Company as servicer and agent, (ii) the Bank informs the Company that it will not purchase any other Receivables due to a Termination Event, (iii) a Purchased Receivable is past due, or (iv) any bankruptcy or insolvency (however evidenced) of the Company or the Parent shall occur, the Company may, at its option, repurchase all of the outstanding Purchased Receivables from the Bank for an amount equal to the Purchase Price of such Purchased Receivables (or so much of it as was paid by the Bank to the Company and remains unpaid), less the amount of the unearned portion of the related Discount, if any, if such Purchased Receivable is being repurchased by the Company prior to the due date of such Purchased Receivable as computed pursuant to Section 4.1 hereof and if such Purchased Receivable is being repurchased by the Company after the eighteen (18) month anniversary due date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the due date to the date of the Company’s payment in full thereof, and any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and payable from the Company to the Bank on the date hereofspecified in such notice and shall be paid into such account specified by the Bank. Section 21.2. In addition to the foregoing, the Company shall have the right at any time before or after a Termination Event, at its option, exercisable one or more times, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), repurchase all or a portion of the Shares held by Spectrum or its Affiliates outstanding Purchased Receivables from the Bank for a purchase price per share of Common Stock an amount equal to the Repurchase Price. Purchase Price of such Purchased Receivables (b) Each Repurchase Notice shall state: (1) or so much of it as was paid by the Repurchase PriceBank to the Company and remains unpaid), (2) less the repurchase dateamount of the unearned portion of the related Discount, which shall be if any, if such Purchased Receivable is being repurchased by the seventh (7th) Trading Day following Company prior to the due date of such Purchased Receivable as computed pursuant to Section 4.1 hereof and if such Purchased Receivable is being repurchased by the Company after the due date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the due date to the date of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for Company’s payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Companyfull thereof, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by payable from the Company to complete the Bank on the date specified in such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, notice and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of be paid into such Shares or its ownership rights in such shares of Common Stock other than, in connection with account specified by the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common StockBank.

Optional Repurchase. OR TRANSFER OF HOME EQUITY LOANS. (a) From and after Notwithstanding any provision in Section 3.07 to the eighteen (18) month anniversary of the date hereofcontrary, the Company shall have the optionMaster Servicer, exercisable one or more timesat its option and in its sole discretion, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), all or a portion of the Shares held by Spectrum or its Affiliates may repurchase any Home Equity Loan that is delinquent in payment for a purchase period of 90 days or longer for a price per share of Common Stock equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Each Repurchase Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Home Equity Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall state: (1) give the Repurchase PriceIndenture Trustee, (2) the repurchase date, which Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Home Equity Loans shall be the seventh (7th) Trading Day following the date permitted upon satisfaction of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice.conditions: (ci) No Amortization Event has occurred or will result from such retransfer; (ii) On such Repurchase the Transfer Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum Overcollateralization Amount (after giving effect to the Companyremoval from the Trust of the Home Equity Loans proposed to be transferred) will equal or exceed the Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and Spectrum the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall deliver represent and warrant that the Home Equity Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Home Equity Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Home Equity Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered delivered, to the Company all Issuer a written itemization of Spectrum’s (each Home Equity Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its applicable Affiliates’) designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Home Equity Loans to the Certificateholders. Any such transfer of the Trust's right, title and interest in and to the shares Home Equity Loans shall be without recourse, representation or warranty by or of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer Indenture Trustee or the Trust to the Company all of Spectrum’s (Issuer or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchasedesignee. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common Stock.

Optional Repurchase. Section 21.1. In the event that (ai) From the Administrative Agent gives notice to the Company of its intention to replace the Company as servicer and agent, (ii) all of the Banks inform the Company that they will not purchase any other Receivables due to a Termination Event, (iii) a Purchased Receivable is past due, or (iv) any bankruptcy or insolvency (however evidenced) of the Company or the Parent shall occur, the Company may, at its option, repurchase all of the outstanding Purchased Receivables from the Banks for an amount equal to the Agreed Base Value of such Purchased Receivables (or so much of it as was paid by the Banks to the Company and remains unpaid), less an amount equal to the product of such Agreed Base Value and Discount, where the numerator included in the calculation of Discount is the number of days from the repurchase date to the next following Settlement Date, and if such Purchased Receivable is being repurchased by the Company after the eighteen (18) month anniversary Maturity Date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the due date to the date of the date hereofCompany’s payment in full thereof, and any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and payable from the Company to the Banks upon the occurrence of the applicable event described in the foregoing going clauses (i), (ii), (iii) or (iv), as applicable, and shall be paid into the Payment Account. Section 21.2. In addition to the foregoing, the Company shall have the optionright at any time before or after a Termination Event, exercisable one or more times, by providing at its option and upon written notice to the Administrative Agent (each, a “Repurchase Notice”) for distribution to Spectrumthe Banks), to purchase (each, a “Repurchase”), repurchase all or a portion of the Shares held by Spectrum or its Affiliates outstanding Purchased Receivables from the Banks for a purchase price per share of Common Stock an amount equal to the Repurchase Price. Agreed Base Value of such Purchased Receivables (b) Each Repurchase Notice shall state: (1) or so much of it as was paid by the Repurchase PriceBanks to the Company and remains unpaid), (2) less an amount equal to the product of such Agreed Base Value and Discount, where the numerator included in the calculation of Discount is the number of days from the repurchase datedate to the next following Settlement Date, which shall be and if such Purchased Receivable is being repurchased by the seventh (7th) Trading Day following Company after the Maturity Date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the relevant Maturity Date to the date of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for Company’s payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Companyfull thereof, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by payable from the Company to complete the Banks on the date specified in such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, notice and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with be paid into the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common StockPayment Account.

Optional Repurchase. Section 21.1. In the event that (ai) From the Bank gives notice to the Company of its intention to replace the Company as servicer and agent, (ii) the Bank informs the Company that it will not purchase any other Receivables due to a Termination Event, (iii) a Purchased Receivable is past due, or (iv) any bankruptcy or insolvency (however evidenced) of the Company or the Parent shall occur, the Company may, at its option, repurchase all of the outstanding Purchased Receivables from the Bank for an amount equal to the Agreed Base Value of such Purchased Receivables (or so much of it as was paid by the Bank to the Company and remains unpaid), less an amount equal to the product of such Agreed Base Value and Discount, where the numerator included in the calculation of Discount is the number of days from the repurchase date to the next following Settlement Date, and if such Purchased Receivable is being repurchased by the Company after the eighteen (18) month anniversary Maturity Date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the due date to the date of the Company’s payment in full thereof, and any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and payable from the Company to the Bank on the date hereofspecified in such notice and shall be paid into such account specified by the Bank. Section 21.2. In addition to the foregoing, the Company shall have the right at any time before or after a Termination Event, at its option, exercisable one or more times, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), repurchase all or a portion of the Shares held by Spectrum or its Affiliates outstanding Purchased Receivables from the Bank for a purchase price per share of Common Stock an amount equal to the Repurchase Price. Agreed Base Value of such Purchased Receivables (b) Each Repurchase Notice shall state: (1) or so much of it as was paid by the Repurchase PriceBank to the Company and remains unpaid), (2) less an amount equal to the product of such Agreed Base Value and Discount, where the numerator included in the calculation of Discount is the number of days from the repurchase datedate to the next following Settlement Date, which shall be and if such Purchased Receivable is being repurchased by the seventh (7th) Trading Day following Company after the Maturity Date of such Purchased Receivable, together with interest thereon at the interest rate specified in Section 7.6 from the relevant Maturity Date to the date of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for Company’s payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Companyfull thereof, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to any other amounts then payable by the Company hereunder, including, breakage costs under Section 7.4, whereupon such amount shall become due and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by payable from the Company to complete the Bank on the date specified in such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, notice and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of be paid into such Shares or its ownership rights in such shares of Common Stock other than, in connection with account specified by the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common StockBank.

Optional Repurchase. OR TRANSFER OF HOME EQUITY LOANS. (a) From and after Notwithstanding any provision in Section 3.07 to the eighteen (18) month anniversary of the date hereofcontrary, the Company shall have the optionMaster Servicer, exercisable one or more timesat its option and in its sole discretion, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), all or a portion of the Shares held by Spectrum or its Affiliates may repurchase any Home Equity Loan that is delinquent in payment for a purchase period of 90 days or longer for a price per share of Common Stock equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Each Repurchase Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall state: (1) give the Repurchase PriceIndenture Trustee, (2) the repurchase date, which Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be the seventh (7th) Trading Day following the date permitted upon satisfaction of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice.conditions: (ci) No Amortization Event has occurred or will result from such retransfer; (ii) On such Repurchase the Transfer Date, the Company Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall pay have delivered to the Indenture Trustee and the Custodian a revised Group II Loan Schedule showing that the applicable Repurchase Price Group II Loans are no longer owned by wire transfer the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of immediately available funds in accordance with the wire instructions provided by Spectrum Credit Enhancer as to the Companyselection of the particular Group II Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and Spectrum correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall deliver have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered delivered, to the Company all Issuer a written itemization of Spectrum’s (each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its applicable Affiliates’) designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the shares Group II Loans shall be without recourse, representation or warranty by or of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer Indenture Trustee or the Trust to the Company all of Spectrum’s (Issuer or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchasedesignee. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common Stock.

Optional Repurchase. (a) From and On or after December 31, 1999, provided that there has not previously occurred an initial public offering of Buyer Common Stock, upon the eighteen written request of either Seller, (18a "Requesting Seller"), delivered to the Buyer (a "Repurchase Request"), Buyer shall repurchase such number of shares of Buyer Common Stock then held by each Requesting Seller as shall be specified in such notice by such Requesting Seller. Repurchases pursuant to this Section 5.12 shall be made in quarterly installments equal to the lesser of (i) month anniversary five percent (5%) of the date hereofquarterly net income (determined in accordance with GAAP) of the Buyer and (ii) $200,000; provided, that the Company Buyer shall not be required to make any such repurchase installment except to the extent that the Buyer shall have funds legally available therefor. The repurchase price for each share of Buyer Common Stock redeemed pursuant to this Section 5.12 shall be the option, exercisable one or more times, by providing written notice greater of (each, a “Repurchase Notice”i) to Spectrum, to purchase (each, a “Repurchase”), all or a portion of the Shares held by Spectrum or its Affiliates for a purchase price $10.90 per share of Buyer Common Stock, and (ii) the current fair market value of the shares of Buyer Common Stock equal on the date fixed for repurchase of such shares (the greater of (i) and (ii) being the "Repurchase Price"). In the event that both Sellers have Repurchase Requests outstanding simultaneously, each repurchase of shares of Buyer Common Stock shall be made pro rata (based on the levels of funds to be received) among Sellers, based upon the number of shares of Buyer Common Stock to requested to be repurchased in the Repurchase PriceRequest. For the purposes of this Section 5.12, the fair market value of such shares of Buyer Common Stock shall be determined in good faith by the Board of Directors of the Buyer at the time of the repurchase payment. In the event of any dispute between the Sellers and the Buyer regarding the determination of the fair market value of such shares of Buyer Common Stock, other than a claim that Buyer has breached its obligation to make such determination in good faith, the Buyer and the Sellers shall each select qualified appraisers for the Buyer Common Stock (the "Parties' Appraisers"), and the Parties' Appraisers shall together select a third appraiser (the "Third Appraiser"). Each of the Parties' Appraisers and the Third Appraiser shall establish a fair market value for the Buyer Common Stock. The final fair market value of the Buyer Common Stock, which shall be binding upon all parties, shall be the average of (i) the appraisal of the Parties' Appraiser closest to that of the Third Appraiser, and (ii) the appraisal of the Third Appraiser. Each party shall bear the costs of its Party Appraiser and shall share the costs of the Third Appraiser, with fifty percent (50%) of such Third Appraiser costs to be paid by the Company and fifty percent (50%) of such Third Appraiser costs to be paid by the Sellers. (b) Each The Buyer Common Stock Repurchase Price set forth in this Section 5.12 shall be subject to equitable adjustment whenever there shall occur a stock split, stock dividend, combination, recapitalization, reclassification or other similar event involving a change in the Buyer Common Stock. (c) At least seven (7) days prior to the anticipated date of each quarterly repurchase installment payment, which shall occur on a date not more than 45, nor less than 30, days after the end of a quarter (the "Repurchase Date"), written notice (a "Repurchase Notice") shall be mailed, first class or certified mail, postage prepaid, by the Buyer to each Seller whose Buyer Common Stock which is to be redeemed, at its address shown an the records of the Buyer. The Repurchase Notice shall state: contain the following information: (1) the Repurchase Price, (2) the repurchase date, which shall be the seventh (7th) Trading Day following the date of the Repurchase Notice (the “Repurchase Date”); (3i) the number of shares of Buyer Common Stock held by the Seller which shall be repurchased by the Buyer and the total number of shares of Buyer Common Stock held by both Sellers to be so repurchased; (ii) the Repurchase Date and the Repurchase Price; and (iii) instructions with respect to the Seller's surrender to the Buyer of certificates representing the shares of Buyer Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Company, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchase. (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with the Repurchase, to the Company, or (2) given any Person other than, in connection with the Repurchase, the Company any transfer order, power of attorney or other authority of any nature whatsoever with respect to such shares of Common Stock.

Optional Repurchase. (a) From Effective as of and after conditional upon the eighteen (18) month anniversary First Closing, Investor, on behalf of itself and each other Investor Releasing Party, hereby irrevocably agrees that, at the option of the date hereofCompany, any and all shares of Preferred Stock may be repurchased by the Company shall have in whole, or from time to time in part, on any Business Day occurring on or after March 27, 2024, at the option, exercisable one or more times, by providing written notice Optional Repurchase Price per share in cash on the Optional Repurchase Date (each, a the “Repurchase Notice”) to Spectrum, to purchase (each, a “Optional Repurchase”). For the avoidance of doubt, all or a portion of this Section 6.3 is null and void ab initio if the Shares held by Spectrum or its Affiliates for a purchase price per share of Common Stock equal to the Repurchase PriceFirst Closing does not occur. (b) Each The Company shall provide Investor with an irrevocable and unconditional notice of repurchase (a “Notice of Repurchase”) not later than five (5) Business Days prior to the Optional Repurchase Date. Such Notice of Repurchase shall statecontain: (1) the Repurchase Price, (2) the repurchase date, which shall be the seventh (7th) Trading Day following the date of the Repurchase Notice (the “Repurchase Date”); (3A) the number of shares of Common Preferred Stock to be repurchased by the Company, (B) the Optional Repurchase Date, (C) the Optional Repurchase Price and (D) the instructions Investor must follow with respect to the repurchase, including the method for surrendering the shares of Preferred Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice. (c) On such At least two (2) Business Days prior to an Optional Repurchase Date, Investor shall deliver to the Company a notice, designating a bank account to receive the Optional Repurchase Price. In addition, Investor shall pay on or before the applicable Optional Repurchase Price by wire transfer Date, if Investor is a holder of immediately available funds shares in accordance with certificated form, surrender the wire instructions provided by Spectrum certificate or certificates representing such shares (or, if such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate) to the Company, in the manner and Spectrum at the place designated in the Notice of Repurchase, and thereupon the Optional Repurchase Price for such shares shall deliver or cause be payable to be delivered Investor by wire transfer in immediately available funds to the Company all of Spectrum’s account designated by Investor pursuant to this paragraph (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchasec). (d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject Prior to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with the Repurchase, to the Company, or (2) given any Person other than, in connection with the Optional Repurchase, the board of directors of the Company any transfer ordershall adopt resolutions exempting the Optional Repurchase under Rule 16b-3 under the Exchange Act. The Company shall provide Investor a reasonable opportunity to review the resolutions and consider its comments in good faith before the resolutions are adopted. (e) Investor, power on behalf of attorney or itself and each other authority Investor Releasing Party, agrees and acknowledges that, in addition to the other restrictions on Transfer contained in this Agreement and in the Investment Agreement, it shall be a condition to the Transfer of any nature whatsoever with respect to such shares of Common StockPreferred Stock that the transferee thereof shall agree to and become bound by the Optional Repurchase and all of the other agreements contained in this Section 6.3, including this paragraph (e).