Common use of Par Purchase Option Clause in Contracts

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (i) the cure of the Triggering Event of Default, (ii) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (ii)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iii) the modification of the Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (iv) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower or any Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, Holder and the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any the Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a the Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders Holder shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a the Note B Holder (or holds a majority interest in a the B Note), such the Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Property Mortgaged Properties (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower Mortgage Loan Borrowers or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, Holder and the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower or any Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.was

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, Holder and the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.44 Co-Lender Agreement(30 Xxxxxx Yards)

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, Holder and the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Holder or Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any either Note B Holder (and if each of both the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such both Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower Mortgage Loan Borrowers or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.this

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower Mortgage Loan Borrowers or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any the Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a the Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders Holder shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a the Note B Holder (or holds a majority interest in a B NoteNote B), such the Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower Mortgage Loan Borrowers or any Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Holder or Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any either Note B Holder (and if each of both the Note B-1 Holder, Holder and the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such both Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower Mortgage Loan Borrowers or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B NoteNote B), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the ant Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, B Holders provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (i) the cure of the Triggering Event of Default, (ii) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (ii)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iii) the modification of the Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (iv) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, B Holders shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the applicable Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, B Holders and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower or any Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any the Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A NoteNote A, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each Note A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each Note A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A NoteNote A, its respective Note A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A NoteNote A) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 B Holder or the Note B-4 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a the Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders Holder shall be in addition to any rights such Person may have to purchase each Note A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a the Note B Holder (or holds a majority interest in a B NoteNote B), such the Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.

Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder or the Note B-4 B-5 Holder, or any combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date (the “Purchase Right Cut-Off Date”) to occur of (ia) the cure of the Triggering Event of Default, (iib) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any such action in this clause (iib)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below) to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided, that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 5 million non-refundable cash deposit if the Note B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (iiic) the modification of the Mortgage Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (ivd) the date that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder or the Note B-4 B-5 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder or the Note B-4 B-5 Holder, as applicable, and reasonably acceptable to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the applicable Note B Holder or its designee. The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement. Notwithstanding the foregoing, if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). Notwithstanding anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance with Accepted Servicing Practices.