Common use of PAYMENT, TRANSFER AND CUSTODY Clause in Contracts

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer; Account No. GLA 111569, account name SER, Bank of New York, ABA No. 021000018, Attn: Eric Seyffer, not later than 3 p.m., New York Xxxx xxxe, on thx xxxx xx xxich such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account as set forth in Section 11 of the applicable Seller specified in writing by such Seller Custodial and Disbursement Agreement not later than 6 p.m., New York City time, simultaneously with the delivery to Custodian of the Purchased Assets relating to such each Transaction. Seller hereby sells, transfers, conveys and assigns to Buyer or its designee (including Custodian) without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Purchased Items. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered released to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in or its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian designee (with an electronic copy to Buyerincluding Custodian) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; Custodial Identification Certificate and (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent documents identified in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts Custodial and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Disbursement Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Mortgage Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage File and the originals of the Purchased Loan Mortgage File not delivered to Buyer or its designeedesignee (including Custodian). The possession of the Purchased Loan Mortgage File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The Each Mortgage File retained or held by Seller or its designee shall be segregated on Seller's books and records (including, without limitation, any computer from the other assets of Seller or its designee and the books and records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSeller. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than (i) for purposes of calculating Price Differential hereunder, 3:00 p.m. on the day when due, and (ii) for all other purposes, 5:00 p.m. on the day when due, in each case, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer as directed by Buyer in writing. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account. (b) On or before each Purchase Date for any Eligible Any Mortgage Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased such Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, and such retention and possession Servicer with its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Mortgage Loan File Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction; provided, however, that Seller acknowledges and agrees that with respect to the Scheduled Assets, no such transfer of the Purchase Price shall be required, such Purchase Price having previously been funded pursuant to the terms of the Existing Agreement. (b) On or before each Purchase Date for any Eligible Loan that Date, (or with respect to the applicable Seller proposes to sell to Buyer hereunderScheduled Assets, such on or before the Closing Date) Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form of attached hereto as Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust ReceiptIV; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole but good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the Custodian an Attorney’s a Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as and Buyer hereby permits Seller to which such Seller has delivered to Custodian (with an electronic copy to Buyer) make the Custodial Delivery after of the Scheduled Assets in this manner. Subject to Article 6(c) and the previous sentence, in connection with each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date thereforwith respect to such Purchased Asset, Buyer maySeller shall deliver or cause to be delivered and released to the Custodian a copy or original of each document as specified in the Asset File (as defined in the Custodial Agreement, in its sole good faith discretionand collectively, declare the “Repurchase Date” for such Purchased Loan Asset File”), pertaining to have occurred if, as each of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include Assets identified in the following documents (collectivelyCustodial Delivery delivered therewith, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed other documentation in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsBuyer, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Buyer’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which that have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power upon the occurrence of an Event of Default to (i) complete and record each assignment of mortgage, (ii) complete the endorsement of each Mortgage Note or Mezzanine Note, (iii) take any action (including exercising voting and/or consent rights) with respect to CMBS, Participation Interests, or intercreditor or participation agreements, (iv) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, and (v) take such other steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited directly, with the Custodian. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the If a Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) ), such Purchased Asset File shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, subject to the provisions of the Purchased Asset Documents, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer). The Seller shall give prior written notice to Buyer of its intention to exercise any voting or corporate rights with respect to a Purchased Asset that could materially impair the Market Value of the Purchased Asset. (e) Notwithstanding the provisions of Article 6(b) above requiring the execution of the Custodial Delivery and corresponding delivery of the Purchased Asset File to the Custodian on or prior to the related Purchase Date, with respect to each Transaction involving a Purchased Asset that is identified in the related Confirmation as a “Table Funded” Transaction, Seller shall, in lieu of effectuating the delivery of all or a portion of the Purchased Asset File on or prior to the related Purchase Date, (i) deliver to the Custodian by facsimile on or before the related Purchase Date for the Transaction (A) the promissory note(s), original stock certificate or participation certificate in favor of Seller evidencing the making of the Purchased Asset, with Seller’s endorsement of such instrument to Buyer, (B) the mortgage, security agreement or similar item creating the security interest in the related collateral and the applicable assignment document evidencing the transfer to Buyer, (C) such other components of the Purchased Asset File as Buyer may require on a case by case basis with respect to the particular Transaction, and (D) evidence satisfactory to Buyer that all documents necessary to perfect Seller’s instructions(and, by means of assignment to Buyer on the Purchase Date, Buyer’s) interest in the Collateral for the Purchased Asset, and (ii) not later than the third (3rd) Business Day following the Purchase Date, deliver to Buyer the Custodial Delivery and to the Custodian the entire Purchased Asset File.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans and all rights thereunder shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable designated by Seller specified in writing by such Seller the Confirmation relating to such Transaction. Buyer will provide Seller with a power of attorney, substantially in the form attached as Exhibit IV-2 hereto, allowing Seller to administer, operate and service such Purchased Loans at all times prior to the occurrence and continuance of an Event of Default. Provided that no Event of Default shall have occurred and be continuing, the power of attorney (including, subject to the terms of this Agreement, the exercise of any voting rights or similar rights by Seller) shall be binding upon Buyer and Buyer’s successors and assigns. (b) On or before With respect to each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderTable Funded Purchased Loan, such Seller shall cause the Bailee to deliver to the Buyer by no later than 1:00 p.m. (New York time), on the Purchase Date, by facsimile or cause to be delivered to Custodian (with an electronic mail a true and complete copy to Buyer) a fully completed of the related Note, the insured closing letter, if any, and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto escrow instructions, if any, and the executed Bailee Agreement. In connection with the sale of each Purchased Loan FileLoan, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than 1:00 p.m. (New York time), one (1) Business Days prior to the related Purchase Date (or with respect to a Table Funded Purchased Loan not later than 1:00 p.m. (New York time) on the third (3rd) Business Day after following the related applicable Purchase Date so long as such Date), Seller causes an Acceptable Attorney shall deliver or cause Bailee to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic a copy to Buyer) and release to the Custodian (together with the Custodial Delivery after Certificate ), and shall cause the Custodian to deliver a Trust Receipt on the Purchase Date therefor(or in the case of a Table Funded Purchased Loan, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five not later than two (52) Business Days after following the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For receipt by the purposes Custodian) confirming the receipt of this Agreement, the Purchased Loan File shall include the following documents original (or where indicated, copied) documents, to the extent applicable (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):), pertaining to each of the Purchased Loans identified in the Custodial Delivery Certificate delivered therewith: (i) With respect to each Purchased Loan, the following documents, as applicable and subject to clauses (ii) and (iii) below: (A) The original Mortgage Note bearing all intervening endorsements;, endorsed “Pay to the order of without recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an authorized Person of the Last Endorsee (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], [formerly known] or [doing business] as [previous name]”) or a lost note affidavit in a form reasonably approved by Buyer, with a copy of the applicable Note attached thereto. (iiB) an The original or copy of any the loan agreement and any guarantee guaranty, if any, executed in connection with the Mortgage Note;Purchased Loan. (iiiC) The original equity interests certificate(s) held as collateral for the Purchased Loan, together with an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;endorsement to such certificate(s) in blank. (ivD) The originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordationrecording thereon, or submission copies thereof together with an Officer’s Certificate of Seller certifying that such copies represent true and correct copies of the originals and that such originals have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (vE) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or A copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any guarantor security agreement, chattel mortgage agreement or equivalent document executed in connection with the Purchased Loan;. (ixF) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a A copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing thereon or, if unrecorded, copies thereof together with evidence that such UCC financing or submission continuation statements have been sent for filing thereonfiling, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing;filing in the applicable jurisdictions. (xiiG) an A copy or the original of any environmental indemnity agreement or similar guaranty or indemnity, whether stand-alone or incorporated into the applicable loan documents (if any);. (xiiiH) a closing settlement statement executed by Mortgagor;The original omnibus assignment in blank or such other documents necessary and sufficient to transfer to Buyer all of Seller’s right, title and interest in and to the Purchased Loan (if any). (xivI) Mortgagor’s certificate or title affidavit A copy of the Survey of the Property (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy;. (xviJ) originals or copies A copy of all of all legal opinions;servicing agreements and Servicing Records related to such Purchased Loan, which Seller shall deliver to Servicer (with a copy to Buyer). (xviiK) originals or copies A copy of assignment the Underlying Obligor’s opinions of interest rate protection agreements;counsel. (xviiiL) originals A copy or copies the original of any assignment of any management agreements, permits, contracts and agreements; andother material agreements (if any). (xixM) originals Reports of UCC, Tax lien, judgment and litigation searches obtained by Seller, conducted by search firms reasonably acceptable to Buyer with respect to the Purchased Loan, Seller and the related underlying obligor. (N) The original or copies a copy of the intercreditor or co-lender agreement (if any) executed in connection with the Purchased Loan to the extent the subject borrower, or an affiliate thereof, has encumbered its assets with senior, junior or similar financing, whether mortgage financing or mezzanine loan financing. (O) Copies of all documents relating to the formation and organization of the related obligor under such Purchased Loan, together with all consents and resolutions delivered in connection with such obligor’s obtaining such Purchased Loan. (P) With respect to each Property subject to a Purchased Loan: (i) a copy of the deed evidencing ownership of such Property by the Property Owner, to the extent in Seller’s possession, (ii) evidence of property and business liability insurance for such Property, (iii) a copy of the Title Policy, (iv) an Appraisal of such Property and (v) a copy of any lease or other occupancy agreement with respect to such Property. (Q) All other material loan documentsdocuments and instruments evidencing, includingguaranteeing, but not limited insuring, securing or modifying such Purchased Loan, executed and delivered in connection with, or otherwise relating to, such Purchased Loan, including all documents establishing or implementing any post-closing agreements lockbox pursuant to which Seller is entitled to receive any payments from cash flow of the underlying real property. (ii) If Seller cannot deliver, or side letterscause to be delivered, any of the original documents and/or instruments required to be delivered as originals under the provisions above, Seller shall deliver a photocopy thereof and, unless waived by Buyer, an Officer’s Certificate of Seller certifying that such copy represents a true and correct copy of the original. Seller shall then, (1) use commercially reasonable efforts to obtain and deliver the original document within 180 days after the related Purchase Date (or such longer period after the related Purchase Date to which Buyer may consent in its sole good faith discretion, so long as Seller is, as certified in writing to Buyer not less frequently than monthly, using commercially reasonable to obtain the original), (2) after the expiration of such best efforts period, deliver to Buyer a certification that states, despite Seller’s commercially reasonable efforts, Seller was unable to obtain such original document and (3) thereafter have no further obligation to deliver the related original document. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Buyer and as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an Officer’s Certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Loans delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit IV-1 attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete the endorsement of any Note and (ii) take such other steps as may be reasonably necessary or desirable to enforce Buyer’s rights against any Purchased Loans and the related Purchased Loan Files and the Servicing Records, which power of attorney Buyer agrees will only be exercised during the continuance of an Event of Default. Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or cause the Purchased Loan Files to be deposited directly, with the Custodian to be held by the Custodian on behalf of Buyer. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a Loan that was delivered to Custodian by Seller but was not purchased by Buyer pursuant to this Agreement or is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement or Agreement, Buyer shall have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers satisfactory to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction of the difference between (i) the Purchase Price for the Purchased Loan(s) minus (ii) any and all fees, costs and expenses including, without limitation, reasonable out-of-pocket attorneys’ fees and disbursements payable to Buyer in connection with such Transaction (if and to the extent that Buyer requires that Seller pay such fees, costs and expenses on the Purchase Date for such Transaction). (b) On or before each such Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit IV. In connection with each sale, transfer, conveyance and assignment of Exhibit III together a Purchased Loan, on or prior to each Purchase Date with all attachments and schedules thereto and the respect to such Purchased Loan FileLoan, and in respect thereof, Custodian Seller shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered and released to the Custodian, and shall cause the Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter a Trust Receipt on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date thereforconcerning the receipt of, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):) pertaining to each of the Purchased Loans identified in the Custodial Delivery delivered therewith; provided, that Seller shall deliver a certificate of an Authorized Representative of Seller certifying that any copies of documents delivered represent true and correct copies of the originals of such documents: (i) the The original Mortgage Note (or A-Note with respect to any Senior Interest) (and if applicable, one or more allonges) bearing all intervening endorsements;, endorsed “Pay to the order of without recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (ii) an An original or copy of any loan agreement and any each guarantee executed in connection with the Mortgage Note;Note (if any). (iii) an The original or copy of the Mortgage with evidence of recordationrecording thereon, or submission a copy thereof together with an officer’s certificate of Seller certifying that such represents a true and correct copy of the original and, that such original has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (iv) The originals or copies of all assumption, modification, consolidation or extension of mortgage agreements (if any) with evidence of recordationrecording thereon, or submission copies thereof together with an officer’s certificate of Seller certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (v) an The original Assignment of Mortgage in blank for each Purchased Loan, in form and substance acceptable for recording in the relevant jurisdiction, and in form and substance otherwise acceptable to Buyer and signed in the name of the Assignment Documents Last Endorsee (in Blank;the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan was acquired or originated while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (vi) The originals or copies of all intervening assignments of mortgage (if any) with evidence of recordationrecording thereon, or submission copies thereof together with an officer’s certificate of Seller certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (vii) an The original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma proforma policy);. (viii) an The original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan;Loan (if any). (ix) an The original or copy of the assignment of leases and rents, if any, with evidence of recordationrecording thereon, or submission a copy thereof together with an officer’s certificate of Seller, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (x) The originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (xi) a A copy of the UCC financing statements statements, certified as true and correct by Seller, and all necessary UCC continuation statements with evidence of filing thereon or submission copies thereof certified by Seller that such financing statements have been sent for filing thereonfiling, and UCC assignments prepared by the applicable Seller in blankassignments, which UCC assignments shall be in form and substance acceptable for filing;. (xii) an An environmental indemnity agreement (if any);. (xiii) a closing settlement statement executed by Mortgagor;An omnibus assignment in blank (if any). (xiv) For any Senior Interest which is a Participation Interest, the original participation certificate evidencing such Senior Interest endorsed “Pay to the order of without recourse” and signed in the name of the Last Endorsee by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Senior Interest was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (xv) For any Senior Interest, the original or a copy of the participation agreement or co-lender agreement, as applicable, and all other Senior Interest Documents executed in connection with the Senior Interest. (xvi) for any Senior Interest, the original Senior Interest Side Letter. (xvii) The original or a copy of the intercreditor or co-lender agreement (if any) executed in connection with the Purchased Loan to the extent the subject borrower, or an affiliate thereof, has encumbered its assets with mezzanine or other subordinate financing in addition to the Purchased Loan. (xviii) A disbursement letter from the Mortgagor to the original mortgagee (if any). (xix) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller;). (xvxx) a A survey of the Mortgaged Property (if any) as accepted by the title company for issuance of the Title Policy;mortgagee title policy. (xvixxi) originals or copies A copy of all the Mortgagor’s, and (if applicable) any guarantor’s, opinion of all legal opinions;counsel (if any). (xviixxii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any An assignment of permits, contracts and agreements; andagreements (if any). (xixxxiii) originals The original of all letters of credit issued and outstanding in connection with such Purchased Loan, with any modifications, amendments or copies endorsements necessary to permit Buyer to draw upon them when and if it is contractually permitted to do so pursuant to this Agreement (if any). (xxiv) Copies of all documents and agreements evidencing and/or relating to any other material loan documents, including, but not limited to, any post-closing agreements or side lettersapplicable Affiliated Hedging Transaction together with a duly executed assignment thereof from Seller to Buyer in form and substance reasonably acceptable to Buyer. (c) In addition, with respect to each Purchased Loan, Seller shall deliver an instruction letter from Seller to the borrower under each Purchased Loan and/or to the sub-servicer with respect to each Purchased Loan, instructing the borrower and/or the sub-servicer, as applicable, to remit all sums required to be remitted to the holder of the Purchased Loan under the related Purchased Loan Documents to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed in a written notice signed by Seller and Buyer; provided, however, no such notice shall be required if the applicable borrower and/or sub-servicer has been instructed to direct all such sums to the Servicer for deposit in the Applicable Servicer Account prior to the applicable Purchase Date for such Purchased Loan. If the borrower under any Purchased Loan remits any sums required to be remitted to the holder of such Purchased Loan under the related Purchased Loan Documents to Seller or its Affiliate, Seller shall, within one (1) Business Day after receipt thereof, (i) remit such sums (other than Underlying Purchased Loan Reserves) to the Depository for deposit in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in the written notice signed by Seller and Buyer, and (ii) deliver (or cause Servicer to deliver) an additional instruction letter from Seller or Servicer, as applicable, to the borrower under the applicable Purchased Loan, instructing the borrower to remit all sums required to be remitted to the holder of the Purchased Loan under the related Purchased Loan Documents to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed in a written notice signed by Seller and Buyer. (d) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional copies of documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer Custodian shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian Buyer or its designee promptly when they are received. . With respect to all of the Purchased Loans delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to, upon the occurrence and during the continuance of an Event of Default, (i) complete and record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage Note and (iii) take such other steps as may be reasonably necessary or desirable to enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records. Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or direct that the Purchased Loan Files be deposited directly, with the Custodian. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File Files not delivered to Buyer or its designee. The possession of the Purchased Loan File Files by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File Files only in accordance with written instructions from BuyerBuyer and in accordance with the provisions of the Custodial Agreement, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer Seller shall exercise all voting voting, consent, corporate and corporate decision-making rights with respect to the Purchased Loans Loans, provided that Seller shall not enter into or take any Material Action without Buyer’s prior written consent thereto, which consent may be given or withheld by Buyer in accordance with the applicable Seller’s written instructions; provided, however, that Buyer its sole and absolute discretion. Seller shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in obtain Buyer’s reasonable business judgmentprior consent for any Permitted Purchased Loan Modification, be inconsistent provided that, promptly after entering into any Permitted Purchased Loan Modification, Seller shall send Buyer notice thereof together with copies of all amendments or result in any violation of any provision modifications of the Transaction Purchased Loan Documents or any Requirement of Lawentered into with respect thereto. Upon the occurrence and during the continuation of an a Facility Event of Default, Buyer shall be entitled to exercise all voting voting, consent, corporate, and corporate decision-making rights with respect to any or all of the Purchased Loans without regard to the applicable Seller’s instructions. Upon the occurrence and during the continuation of a Transaction Event of Default, Buyer shall be entitled to exercise all voting, consent, corporate and decision-making rights with respect to the applicable Purchased Loan(s) in respect of which such Transaction Event of Default exists.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans Assets and all rights thereunder shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. Buyer will provide Seller with a Power of Attorney to Seller, allowing Seller to administer, operate and service such Purchased Assets. Provided that no Event of Default shall have occurred and be continuing, such Power of Attorney to Seller shall be binding upon Buyer and Buyer’s successors and assigns. (b) On or before Seller shall: (i) with respect to each Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) on the Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause Bailee to be delivered to Custodian (with an electronic copy deliver to Buyer, by electronic transmission, a true and complete copy of the related (1) a fully completed Mortgage Note, Mezzanine Note or Participation Certificate with assignment in blank (as applicable), (2) loan agreement, (3) Mortgage or Mezzanine Pledge Agreement and signed Custodial Delivery in the form of Exhibit III together with all attachments LLC Certificate (as applicable), (4) Title Policy, (5) Insured Closing Letter and schedules thereto and the Purchased Loan FileEscrow Instructions, if any, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt(6) the executed Bailee Agreement; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to BuyerB) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than 1:00 p.m. (New York time) on the third (3rd) Business Day following the Purchase Date, deliver or cause Bailee to deliver and release to Custodian (with a copy to Buyer), together with a Purchased Asset File Checklist, the Purchased Asset Documents with respect to each Purchased Asset identified in the Purchased Asset File Checklist delivered therewith, and (C) not later than two (2) Business Days following receipt of such Purchased Asset Documents by Custodian, cause Custodian to deliver a Trust Receipt confirming such receipt; and (ii) with respect to each Purchased Asset that is not a Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) two (2) Business Days prior to the related Purchase Date, deliver and release to Custodian (with a copy to Buyer), together with the Purchased Asset File Checklist, the Purchased Asset Documents with respect to each Table Funded Purchased Asset identified in the Purchased Asset File Checklist delivered therewith, and (B) on the Purchase Date, cause Custodian to deliver a Trust Receipt confirming receipt of such Purchased Asset Documents; provided that if Seller cannot deliver, or cause to be delivered, any of the original Purchased Asset Documents required to be delivered as originals (excluding the Mortgage Note, Mezzanine Note, the Assignment of Mortgage, the LLC Certificate and the Participation Certificate, originals of which must be delivered at the time required under the provisions above), Seller shall deliver a photocopy thereof and an Officer’s Certificate of Seller certifying that such copy represents a true and correct copy of the original and shall use its best efforts to obtain and deliver such original document within one hundred eighty (180) days after the related Purchase Date (or such longer period after the related Purchase Date to which Buyer may consent in its sole discretion, so long as Seller is, as certified in writing to Buyer not less frequently than monthly, using its best efforts to obtain the original). After the expiration of such best efforts period, Seller causes an Acceptable Attorney to shall deliver to Buyer a certification that states, despite Seller’s best efforts, Seller was unable to obtain such original document, and thereafter Seller shall have no further obligation to deliver the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) original document. Notwithstanding the Custodial Delivery after the Purchase Date thereforforegoing, Buyer mayshall, at its option, have the right to cancel the purchase of an Eligible Asset if all required originals have not been delivered as required in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Buyer and as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an Officer’s Certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding Custodian), Seller shall execute an omnibus Power of Attorney to Buyer irrevocably appointing Buyer its attorney-in-fact with full power to, during the continuance of an Event of Default only, (i) complete and record any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate (as applicable) and (iii) take such other steps as may be necessary or desirable to enforce Buyer’s rights against any Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf of Buyer. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement or Agreement, Buyer shall have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers satisfactory to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller Seller, specified in writing by such Seller the Confirmation relating to such Transaction of the difference between (i) the Purchase Price for the Purchased Loan(s) minus (ii) any and all fees, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements payable to Buyer pursuant to Section 27 or Section 30(d) in connection with such Transaction. (b) On or before each such Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit IV. In connection with each sale, transfer, conveyance and assignment of Exhibit III together with all attachments and schedules thereto and the a Purchased Loan FileLoan, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the each Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for with respect to such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this AgreementLoan, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents and released to the Custodian, and shall cause the Custodian promptly when they are received. to deliver a Trust Receipt on the Purchase Date concerning the receipt of, the following documents (dcollectively, the “Loan File”) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part pertaining to each of the Purchased Loan File Loans identified in the Custodial Delivery delivered therewith; provided, that is not the applicable Seller shall deliver a certificate of an Authorized Representative of such Seller certifying that any copies of documents delivered represent true and correct copies of the originals of such documents: (A) the original executed Mortgage Note together with any applicable riders, endorsed on its face or by allonge attached thereto, without recourse, in blank and otherwise showing a complete, unbroken chain of endorsement from the initial lender (or, if such original Mortgage Note has been lost, an affidavit to Buyer or its designee (including the Custodian) shall be held in trust by such effect from the applicable Seller or its designee for another prior holder and a customary indemnity from the benefit of Buyer as the owner thereof. The applicable Seller in favor of the Buyer for any costs, losses or its designee shall maintain damages arising from the failure to deliver the original Mortgage Note, together with a copy of such Mortgage Note), (B) the original or (to the extent that such original is retained by the relevant public recording office) a copy of the Purchased Loan File and Mortgage, together with an original or (to the originals extent that such original is retained by the relevant public recording office) a copy of any intervening assignments of the Purchased Mortgage showing a complete chain of assignment from the originator of such Mortgage Loan File not delivered to Buyer the applicable Seller, (C) the original or its designee. The possession (to the extent that such original is retained by the relevant public recording office) a copy of any Assignment of Leases (if such item is a document separate from the Purchased Mortgage) and of any intervening assignments of such Assignment of Leases showing a complete chain of assignment from the originator of such Mortgage Loan File by to the applicable Seller, (D) an original executed Omnibus Assignment from the applicable Seller or its designee in blank and in recordable form (except for missing recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), (E) an original executed assignment of any Assignment of Leases (if such item is at a document separate from the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapesMortgage) of from the applicable Seller in blank and in recordable form (except for missing recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), (F) originals or (to the extent that such originals are retained by the relevant public recording office) copies of all modification agreements in those instances in which the terms or provisions of the Mortgage have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document, (G) originals of all modification agreements in those instances in which the terms or provisions of the Mortgage Note have been modified, (H) the original policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, together with its designee shall endorsements or, if such policy has not been issued, an irrevocable, binding commitment (which may be marked appropriately an agreement to reflect clearly provide the sale same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy, (I) a copy of any ground lease and any ground lessor estoppels, (J) if such Mortgage Loan contains a Future Advance Obligation, an original of the related Purchased Loan to Buyer. The applicable Seller or its designee loan agreement, (including the CustodianK) shall release its custody an original of any guaranty of payment under such Mortgage Loan, (L) an original of any environmental indemnity, (M) an original copy of any escrow agreements, (N) copies of any UCC financing statements in favor of the Purchased originator of such Mortgage Loan File only or in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase favor of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File assignee prior to the applicable Seller and UCC-3 assignment financing statements in favor of the applicable Seller, in each case (unless the particular item has not been returned from the applicable filing office), with evidence of filing indicated thereon or its designee.certified by the applicable filing office, (eO) With respect UCC-3 assignment financing statements from the applicable Seller in blank, (P) an original of any subordination agreement or intercreditor agreement, (Q) if the Mortgage Note or Mortgage was executed pursuant to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus a power of attorney substantially in the form or other instrument that authorized or empowered such person to sign, an original of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nomineeother instrument, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.and

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such TransactionTransaction and otherwise in accordance with this Agreement. (b) On or before (i) With respect to each Purchase Date for any Eligible Loan that Transaction, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery Certificate in the form of attached hereto as Exhibit III together with all attachments and schedules thereto and the Purchased Loan FileIV, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such the applicable Seller, Buyer in its sole but good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the Custodian an Attorney’s a Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as . Subject to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section Article 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordationeach sale, or submission for recordationtransfer, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title conveyance and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance Asset, on or prior to each Purchase Date with the terms of this Agreement, and upon receipt of any respect to such other documentsPurchased Asset, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents and released to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained a copy or original of each document as specified in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth defined in the Custodial Agreement, Buyer and Custodian shall promptly release collectively, the related “Purchased Loan File Asset File”), pertaining to the applicable Seller or its designee. (e) With respect to all each of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially Assets identified in the form of Exhibit V irrevocablyCustodial Delivery Certificate delivered therewith, and coupled together with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence documentation in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the such Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so wouldAsset requested by Buyer, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionssole but good faith discretion.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller or Guarantor under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Servicer Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account or the Servicer Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by any Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Each Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified Default Rate, until all such amounts are received in writing full by such Seller relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver . Amounts payable to Buyer and not otherwise required to be deposited into the Custodian an AttorneyWaterfall Account shall be deposited into the General Repo Account. Sellers shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Xxxxx’s Bailee Letter on account or prior to such related Purchase Datethe Waterfall Account or any Collection Account; provided, further, provided that if, in respect of the Sellers may withdraw funds from the Waterfall Account or any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection Collection Account with the Mortgage Note; (iii) an original or copy prior written consent of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved Buyer in accordance with the terms of this the related Controlled Account Agreement, and upon receipt . Amounts in the Waterfall Account and/or any Collection Account may be invested at the direction of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in cash equivalents before they are distributed in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are receivedArticle 5. (db) The Any Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Asset Documents not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of a Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable related Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting Interim Servicer with its duties under the related Servicing Agreement. Each Purchased Loan, Asset Document retained or held by or on behalf of a Seller or its agent shall be segregated on such Seller’s books and such retention and possession by records from the other assets of such Seller or its designee is in a custodial capacity only. The agent, and the books and records (including, without limitation, any computer records or tapes) of the applicable such Seller or its designee agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing released basis. The applicable Each Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Interim Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicablea Seller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account or any Collection Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Servicer Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account or the Servicer Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller or an Acceptable Attorney pursuant to an escrow letter or other undertaking approved by Buyer, in its sole discretion specified in writing by such Seller the Confirmation relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered the Purchased Asset File to the Custodian, as applicable, or one or more Acceptable Attorneys, each pursuant to an Undertaking Letter and shall cause the applicable Release Letter, Security Deed and Transfer Certificate to the Custodian (or Bailee, as applicable). Subject to Article 7(c), in connection with an electronic copy each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together each Purchase Date with all attachments and schedules thereto and the respect to such Purchased Loan FileAsset, and in respect thereof, Custodian Seller shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered and released to Custodian (with an electronic the Buyer a copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long of each document as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, specified in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include Asset File, pertaining to each of the following documents (collectivelyPurchased Assets relating to each Transaction, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed other documentation in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsBuyer, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Buyer’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Custodian Buyer and to the applicable Acceptable Attorney additional original documents or additional copies of, originals of, documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian applicable Acceptable Attorney shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filerelated Undertaking Letter. With respect to any documents which all of the Purchased Assets delivered by Seller to Buyer, its designee (including the Custodian), or the Acceptable Attorney, as the case may be, Seller shall have been delivered or are being executed and delivered to recording offices for recording and have not been returned Buyer each omnibus power of attorney substantially in the forms of Exhibit IV attached hereto irrevocably appointing Buyer its attorney in fact with full power to (i) complete the Transfer Certificates relating to the applicable Seller Purchased Assets, (ii) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to permit their delivery hereunder at time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the time requiredPurchased Assets, in lieu (iii) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (iv) take such other steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records; provided that Buyer agrees not to and shall not exercise its rights under such power of delivering such original documents, such Seller shall deliver to Buyer attorney unless a true copy thereofmonetary Default or an Event of Default has occurred and is continuing. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File Asset Files shall be maintained in accordance with the applicable Undertaking Letter and the Custodial Agreement, as applicable. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity onlyAsset File. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including Acceptable Attorney and the Custodian) Custodian shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is the terms of the Undertaking Letter and only if required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With Buyer hereby grants to Seller a revocable option to direct Buyer with respect to all the exercise of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans Assets and to vote, take corporate actions and exercise any rights in accordance connection with the applicable Seller’s written instructions; providedPurchased Assets, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote so long as no monetary Default or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation Event of any provision of the Transaction Documents or any Requirement of LawDefault has occurred and is continuing. Upon the occurrence and during the continuation of a monetary Default or an Event of DefaultDefault or with respect to the exercise of any voting or corporate rights with respect to the Purchased Assets that could materially impair the Market Value, and in each case subject to the provisions of the Purchased Asset Documents, the revocable option discussed above shall automatically terminate and thereafter Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to the applicable Seller’s instructionsinstructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer). (e) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not enter into any material amendments, modifications, waivers, releases, sales, transfers, dispositions or other resolutions relating to the Purchased Assets, including, without limitation, the following actions set forth in clauses (i) through (xi) below, without the prior written consent of Buyer: (i) any forbearance, extension or other loan modification with respect to any Purchased Asset, including, without limitation, (A) any modification of the amount or timing of any regularly scheduled payments of principal and non-contingent interest of any Purchased Asset or (B) any change in the frequency of scheduled payments of principal and interest with respect to any Purchased Asset; (ii) the release, discharge or reduction of any: (A) Lien on any mortgaged property or (B) Lien or claim on any letters of credit and other non-cash collateral that is required to be maintained pursuant to the underlying Mortgage loan documents, if any; (iii) the extension of credit (including increasing the terms of any existing credit) to any Person with respect to any Purchased Asset; (iv) any sale or other disposition of any Purchased Asset, mortgaged property or any other material property or collateral related thereto; (v) the incurrence of any Lien or other encumbrance other than as expressly created hereunder or under any other Transaction Document; (vi) the reduction of the principal amount of any Purchased Asset other than (A) with respect to a dollar-for-dollar principal payment or (B) reductions of principal to the extent of deferred, accrued or capitalized interest added to principal which additional amount subsequently reduced was not taken into account by Buyer in determining the related Maximum Advance Rate; (vii) any increase in the amount of any Purchased Asset other than increases which are derived from accrual or capitalization of deferred interest which is added to principal or protective advances; (viii) any subordination of the Lien priority of any Purchased Asset or the payment priority of any Purchased Asset other than a subordination required under the then-existing terms and conditions of such Purchased Asset; provided, however, that the foregoing shall not preclude the execution and delivery of subordination, nondisturbance and attornment agreements with tenants, subordination to tenant leases, easements, plats of subdivision and condominium declarations, conditions, covenants and restrictions and similar instruments which do not adversely affect the rights and interest of the holder of the Purchased Asset; (ix) any waiver, amendment or modification of any cash management or reserve account requirements of any Purchased Asset other than changes required under the then-existing Purchased Asset documentation for such Purchased Asset; (x) any waiver of any due-on-sale or due-on-encumbrance provisions of any Purchased Asset other than waivers required to be given under the then-existing Purchased Asset documents for such Purchased Asset; and (xi) any waiver, amendment or modification of the underlying insurance requirements of any Purchased Asset. Seller shall promptly (and in any event not later than two (2) Business Days following execution) provide Buyer with executed copies of any other amendments, modifications, waivers, releases, sales, transfers, dispositions or other resolutions relating to the Purchased Assets. (f) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit any security trustee, Primary Servicer or any other servicer of any Purchased Asset to consent to any proposal as described in clause (e) above without the prior written consent of Buyer or waiver thereof.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each TransactionUnless otherwise expressly provided herein, ownership of the Purchased Loans all amounts required to be paid or deposited by Seller hereunder shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including on demand a late payment fee reasonably specified by Buyer in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, plus interest on such amounts as provided in Section 17.16 until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the simultaneous transfer of the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified Waterfall Account. Amounts in writing by such Seller relating to such Transactionthe Waterfall Account may be invested at the direction of Buyer in cash equivalents before they are distributed in accordance with Article 5. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer will maintain Records in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rentspossession, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) , in a manner consistent with industry practice. Such Records, if any, are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased Loan File Records and the originals of the Purchased Loan File Records, if any, not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Records, if any, by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee agent is in a custodial capacity onlyonly at the will of Buyer. The Each Record retained or held by Seller or its agent, if any, shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent (or shall contain an electronic notation to reflect the sale to Buyer), and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Records, if any, only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans Assets and all rights thereunder shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. Buyer will provide Seller with a Power of Attorney to Seller, allowing Seller to administer, operate and service such Purchased Assets. Provided that no Event of Default shall have occurred and be continuing, such Power of Attorney to Seller shall be binding upon Buyer and Buyer’s successors and assigns. (b) On or before Seller shall: (i) with respect to each Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) on the Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause Bailee to be delivered to Custodian (with an electronic copy deliver to Buyer) , by electronic transmission, a fully completed true and signed Custodial Delivery complete copy of the related Mortgage Note or Participation Certificate with assignment in the form of Exhibit III together with all attachments blank (as applicable), loan agreement, Mortgage, Title Policy, Insured Closing Letter and schedules thereto Escrow Instructions, if any, and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receiptexecuted Bailee Agreement; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to BuyerB) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than 1:00 p.m. (New York time) on the third (3rd) Business Day following the Purchase Date, deliver or cause Bailee to deliver and release to Custodian (with a copy to Buyer), together with a Purchased Asset File Checklist, the Purchased Asset Documents with respect to each Purchased Asset identified in the Purchased Asset File Checklist delivered therewith, and (C) not later than two (2) Business Days following receipt of such Purchased Asset Documents by Custodian, cause Custodian to deliver a Trust Receipt confirming such receipt; and (ii) with respect to each Purchased Asset that is not a Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) two (2) Business Days prior to the related Purchase Date, deliver and release to Custodian (with a copy to Buyer), together with the Purchased Asset File Checklist, the Purchased Asset Documents with respect to each Table Funded Purchased Asset identified in the Purchased Asset File Checklist delivered therewith, and (B) on the Purchase Date, cause Custodian to deliver a Trust Receipt confirming receipt of such Purchased Asset Documents; provided that if Seller cannot deliver, or cause to be delivered, any of the original Purchased Asset Documents required to be delivered as originals (excluding the Mortgage Note, the Mezzanine Note, the Assignment of Mortgage and, if applicable, the Participation Certificate, originals of which must be delivered at the time required under the provisions above), Seller shall deliver a photocopy thereof and an Officer’s Certificate of Seller certifying that such copy represents a true and correct copy of the original and shall use its best efforts to obtain and deliver such original document within one hundred eighty (180) days after the related Purchase Date (or such longer period after the related Purchase Date to which Buyer may consent in its sole discretion, so long as Seller is, as certified in writing to Buyer not less frequently than monthly, using its best efforts to obtain the original). After the expiration of such best efforts period, Seller causes an Acceptable Attorney to shall deliver to Buyer a certification that states, despite Seller’s best efforts, Seller was unable to obtain such original document, and thereafter Seller shall have no further obligation to deliver the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) original document. Notwithstanding the Custodial Delivery after the Purchase Date thereforforegoing, Buyer mayshall, at its option, have the right to cancel the purchase of an Eligible Asset if all required originals have not been delivered as required in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Buyer and as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an Officer’s Certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding Custodian), Seller shall execute an omnibus Power of Attorney to Buyer irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete and record any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note, Mezzanine Note or Participation Certificate (as applicable) and (iii) after the occurrence and during the continuance of an Event of Default, take such other steps as may be necessary or desirable to enforce Buyer’s rights against any Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf of Buyer. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement or Agreement, Buyer shall have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers satisfactory to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor, Servicer or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms thereof no later than 3:00 p.m. on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and, if not received before such time, shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account, the applicable Seller specified Servicer Account or the Waterfall Account other than the right to receive amounts in writing by such Seller relating to such Transactionaccounts as expressly set forth herein. (b) On or before each Purchase Date for any Eligible Any Mortgage Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian under the Custodian) Custodial Agreement are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof and, to the extent such Mortgage Loan Documents are required to be delivered to Custodian under the Custodial Agreement, such Mortgage Loan Documents shall be promptly delivered to Custodian in accordance with the terms and conditions of the Custodial Agreement. The applicable Seller or its designee agent shall maintain a copy of the Purchased Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not required to be delivered to Buyer or its designeeCustodian under the terms of the Custodial Agreement. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting Servicer with the related Purchased Loan, and such retention and possession performance of its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased such Mortgage Loan File Document only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller hereunder shall be paid or deposited in accordance with the Purchase Date for each Transactionterms hereof no later than 3:00 p.m. on the day when due, ownership in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. If Seller fails to pay all or part of any Repurchase Price amount by 5:00 p.m., New York City time on any date when due, Buyer may require Seller to pay (in addition to, and together with, such past-due Repurchase Price) a late fee equal to one percent (1%) of the Purchased Loans total amount of the late payment, plus interest on such past due Repurchase Price as provided in Section 18.16, until any such past due Repurchase Price is received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Waterfall Account shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified Waterfall Account or any Servicing Agreement Account. Amounts in writing by such Seller relating to such Transactionthe Servicing Agreement Account established and maintained in connection with the Servicing Agreement may be invested at the direction and in the discretion of Buyer in cash equivalents before they are distributed in accordance with Article 5. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting Servicer with its duties under the related Servicing Agreement or any other applicable Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Xxxxx’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account or any Collection Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Sponsor, Pledgor, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee interest in connection with any amounts not paid when due under the Repurchase Documents, which interest shall be calculated at a rate equal to the Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Servicer Account shall be deposited into an account of Buyer (including the Custodian) against Waterfall Account). Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the simultaneous transfer of Waterfall Account or the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller relating to such TransactionServicer Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans and all other Repurchase Assets shall be transferred by the applicable Seller to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of designated by the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. (b) On or before In connection with the sale of each Purchase Date for any Eligible Loan that the Purchased Loan, in accordance with Section 3(c): (i) The applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver (with an electronic copy to Buyer) and release to Custodian the following original (or cause where indicated, copied) documents, to be delivered the extent applicable and subject to clause (iv) below (collectively, the “Purchased Loan File”), together with a Custodial Delivery Certificate provided to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File), and in respect thereof, shall cause Custodian shall have delivered to Buyer deliver a Trust Receipt; provided, that notwithstanding inventory report and Exception Report to Buyer on the foregoing, upon request Purchase Date confirming the receipt of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as Documents pertaining to which such Seller has delivered to Custodian (with an electronic copy to Buyer) each of the Purchased Loans identified in the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not Certificate delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):therewith: (iA) the original Mortgage Note Note, bearing all intervening endorsements, endorsed by an Authorized Representative of the originator “pay to the order of, without recourse” to blank, or if the original Mortgage Note has been lost or destroyed, a copy of such Mortgage Note together with a lost note affidavit; (iiB) an the original or a copy of any loan agreement and any guarantee executed of which the Custodian has been specifically notified (as identified in the Mortgage Loan Schedule accompanying delivery of the related Mortgage Loan File) in connection with the Mortgage NoteNote (if any); (iiiC) an (A) the original Mortgage or a copy of the Mortgage with evidence of recordation, recording thereon; and (B) the original or submission for recordation, from the appropriate governmental recording office a copy of the jurisdiction where recorded power of attorney, if the Mortgaged Property Mortgage was executed pursuant to a power of attorney with evidence of recording thereon, if recordation is locatedrequired; (ivD) originals, or copies of any intervening Assignments of Mortgage with evidence of recording thereon; provided that if any such Assignment of Mortgage is in the process of recordation, such Assignment of Mortgage may be evidenced by a certified copy; (E) the originals or copies of all assumption, modification, consolidation or extension agreements of which the Custodian has been specifically notified (as identified in the Mortgage Loan Schedule accompanying delivery of the related Mortgage Loan File) , with evidence of recordation, or submission for recordation, from recording thereon if noted as required on the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedMortgage Loan Schedule; (vF) (A) for each Mortgage Loan that is not registered with the Mortgage Electronic Registration System, Inc. (“MERS”) an original Assignment of the Assignment Documents Mortgage prepared in Blank;blank, which, in each case, shall be in form and substance acceptable for recording, and (B) in the case of each Mortgage Loan registered with MERS, the original Mortgage or copy thereof as provided in (iii) above, noting the presence of the Mortgage Identification Number (the “MIN”) and including either language indicating that the Mortgage Loan is a Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such loan and its successors and assigns (a “MOM Loan”) or if the Mortgage Loan was not a MOM Loan at origination, the assignment thereof to MERS, together with (x) an assignment of such Mortgage Loan registered with MERS from MERS to the originator and (y) the original assignment of such Mortgage Loan registered with MERS from the originator in blank; and (viG) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or a copy of the Title Policy or attorney’s opinion of title and abstract of title title, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy (if any), insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the mortgagor. (ii) The applicable Seller shall deliver the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issuedexecuted Mortgage Note bearing all intervening endorsements, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment loan agreement, the original mortgage and any intervening assignments of leases and rents, if any, mortgage with evidence of recordationrecording thereon (or a certified true copy of a mortgage or assignment out for recording) and the original Title Policy (as required by clause (b)(i)(A), (C), (D) and (G) of this Section 7) for each Purchased Loan by no later than the related Purchase Date. If such Seller cannot deliver, or submission cause to be delivered, any of the original documents and/or instruments required to be delivered as originals under clauses (b)(i)(C), (D), (E), (G), (H) and (I) of this Section 7, such Seller shall deliver a true and correct photocopy thereof. Such Seller shall use commercially reasonable efforts to obtain and deliver the original document within thirty (30) days (or, if such original document has been submitted for recordation, from recordation in the appropriate governmental recording office but not yet returned, one hundred eighty (180) days) after the related Purchase Date. After the expiration of the jurisdiction where applicable period specified above, Repo Agent may, in its sole and absolute discretion, reduce the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission Asset Value for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) such Purchased Loan to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters$0.00. (c) From time to time, Sellers the applicable Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as on behalf of Buyer shall request from time pursuant to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan FileAgreement. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer Custodian a true true, correct and complete copy thereofof the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) . All Purchased Loan Files shall be deposited directly with Custodian to be held by Custodian on behalf of Buyer. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) Custodian is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such the applicable Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from BuyerRepo Agent, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a Mortgage Loan that was delivered to Custodian by such Seller but was not purchased by Buyer pursuant to this Agreement or is in connection with a repurchase of any Purchased Loan by the applicable such Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement Agreement, Sellers shall have caused Buyer or Repo Agent to have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes required to be reasonably necessary satisfactory to preserve Repo Agent in form and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Blocked Account Agreement relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form of attached hereto as Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust ReceiptIII; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided. In connection with each sale, furthertransfer, that ifconveyance and assignment of a Purchased Loan, in respect of any Purchased Loan as on or prior to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for with respect to such Purchased Loan Loan, Seller shall deliver or cause to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not be delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include and released the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):) pertaining to such Purchased Loan to the Custodian on or prior to the Purchase Date with respect to such Purchased Loan (or, pursuant to the proviso in the immediately preceding sentence, by not later than the third (3rd) Business Day after the related Purchase Date): With respect to each Purchased Loan that is a whole mortgage loan, to the extent applicable: (i) the The original Mortgage Note (or senior Mortgage Note in an “A/B” structure) bearing all intervening endorsements;. (ii) an An original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note;. (iii) an An original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (iv) originals Originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (v) an An original of the Assignment Documents in Blank;. (vi) originals Originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (vii) an An original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma proforma policy);. (viii) an An original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan;. (ix) an An original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (x) originals Originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (xi) a A copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing;. (xii) an An environmental indemnity agreement (if any);. (xiii) a closing settlement statement executed by Mortgagor;A disbursement letter from the Mortgagor to the original mortgagee (if any). (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller;). (xv) a A survey of the Mortgaged Property (if any) as accepted by the title company for issuance of the Title Policy;. (xvi) originals or copies A copy of all the Mortgagor’s opinion of all legal opinions;counsel. (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any An assignment of permits, contracts and agreementsagreements (if any). With respect to each Purchased Loan which is a senior interest in a whole mortgage loan: (i) the original or a copy of all of the documents described above with respect to a Purchased Loan which is a whole mortgage loan; (ii) if applicable, an original participation certificate bearing all intervening endorsements, endorsed “Pay to the order of without recourse” and signed in the name of the Last Endorsee by an authorized Person; (iii) an original or copy of any participation agreement and an original or copy of any intercreditor agreement, co—lender agreement and/or servicing agreement executed in connection with the Purchased Loan; and (xixiv) originals or copies the omnibus assignment of any other material loan documentsPurchased Loan sufficient to transfer to Buyer all of Seller’s rights, including, but not limited to, any post-closing agreements or side letters. (c) title and interest in and to the Purchased Loan. From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Loans delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete and record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage Note and (iii) after the occurrence and during the continuance of an Event of Default, take such other steps as may be reasonably necessary or desirable to enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records. Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or direct that the Purchased Loan Files be deposited directly, with the Custodian. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (fc) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise subject to Sections 11(f) and 29, all voting and corporate rights with respect to the Purchased Loans shall be exercised in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required no such instructions with respect to follow such Seller’s instructions concerning any vote or corporate right if doing so wouldshall be exercised in a manner which is reasonably likely to, in Buyer’s reasonable good faith business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Sellers, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Sellers shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Sellers shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Any Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) Custodian are and shall be held in trust by the applicable related Seller or its designee agent for the benefit of Buyer as the beneficial owner thereof. The applicable related Seller or its designee agent shall maintain a copy of the Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable related Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, Servicer with its duties under the related Servicing Agreement. Each Asset Document retained or held by the related Seller or its agent shall be segregated on the related Seller’s books and such retention and possession by records from the other assets of such Seller or its designee is in a custodial capacity only. The agent, and the books and records (including, without limitation, any computer records or tapes) of the applicable such Seller or its designee agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset, including the Underlying Assets, to BuyerBuyer on a servicing-released basis. The applicable related Seller or its designee (including the Custodian) related agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Underlying Assets by the related Servicer is in connection with a repurchase of any Purchased Loan Asset or the release of an Underlying Asset from a Transaction hereunder by the applicable such Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to in accordance with this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in and the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, (i) ownership of the Purchased Loans Asset shall be transferred to Buyer or its designee (including the any Custodian) against the simultaneous transfer payment of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller or an Acceptable Attorney pursuant to an escrow letter or other undertaking approved by Buyer, in its sole discretion specified in writing by such Seller the Confirmation relating to such TransactionTransaction and (ii) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing-released basis all of Seller’s right, title and interest in and to such Purchased Asset, together with all related Servicing Rights. Subject to this Agreement, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but may not substitute other Eligible Assets for Purchased Assets. (b) On or before Seller shall: (i) with respect to each Purchased Asset that is not a Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) on the Business Day prior to the related Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered and release to Custodian (with an electronic a copy to Buyer) a fully completed and signed Custodial Delivery in ), the form of Exhibit III Purchased Asset Documents together with all attachments and schedules thereto and the any other documentation in respect of such Purchased Loan FileAsset requested by Buyer, in Buyer’s sole discretion, and in respect thereof(B) on the Purchase Date, cause Custodian shall have delivered to Buyer deliver a Trust Receipt; provided, that notwithstanding the foregoing, upon request Receipt confirming receipt of such SellerPurchased Asset Documents; and (ii) with respect to each Table Funded Purchased Asset, Buyer in its sole good faith discretion may elect to permit such Seller to (A) not later than 1:00 p.m. (New York time) on the Purchase Date, deliver or cause Bailee to be delivered to Custodian (with an electronic copy deliver to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by electronic transmission, a true and complete copy of the related Mortgage Note with assignment in blank, loan agreement, Mortgage, Title Policy and executed Bailee Agreement, (B) not later than 1:00 p.m. (New York time) on the third (3rd) Business Day following the Purchase Date, deliver or cause Bailee to deliver and release to Custodian (with a copy to Buyer), the Purchased Asset Documents and any other documentation in respect of such Purchased Asset requested by Buyer, in its sole discretion, (C) not later than two (2) Business Days following receipt of such Purchased Asset Documents by Custodian, cause Custodian to deliver a Trust Receipt confirming such receipt, and (D) on or prior to the Purchase Date, pay to Buyer the Table Funding Fee; provided that if Seller cannot deliver, or cause to be delivered, any of the original Purchased Asset Documents required to be delivered as originals (excluding the Mortgage Note and the Assignment of Mortgage, originals of which must be delivered at the time required under the provisions above), Seller shall deliver a photocopy thereof and an officer’s certificate of Seller certifying that such copy represents a true and correct copy of the original and shall use its best efforts to obtain and deliver such original document within one hundred eighty (180) days after the related Purchase Date (or such longer period after the related Purchase Date to which Buyer may consent in its sole discretion, so long as Seller is, as certified in writing to Buyer not less frequently than monthly, using its best efforts to obtain the original). After the expiration of such best efforts period, Seller causes an Acceptable Attorney to shall deliver to Buyer and the Custodian an Attorneya certification that states, despite Seller’s Bailee Letter on or prior best efforts, Seller was unable to obtain such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereondocument, and UCC assignments prepared by thereafter Seller shall have no further obligation to deliver the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side lettersrelated original document. (c) From time to time, Sellers Seller shall forward to the Buyer and to Custodian additional original documents or additional copies of, originals of, documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan FileAgreement. With respect to any documents which all of the Purchased Assets delivered by Seller to Buyer, its designee (including Custodian), or the Acceptable Attorney, as the case may be, Seller shall have been delivered or are being executed and delivered to recording offices for recording Buyer the omnibus power of attorney substantially in the form of Exhibit IV attached hereto irrevocably appointing Buyer its attorney in fact with full power, if an Event of Default has occurred and have not been returned is continuing, to (i) complete the applicable Seller endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Assignments of Mortgages, and any transfer documents related thereto, (ii) record the Assignments of Mortgages, (iii) prepare and file and record each assignment of mortgage, (iv) take any action (including exercising voting and/or consent rights) with respect to intercreditor agreements, co-lender agreements, recognition agreements or participation agreements, (v) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to permit their delivery hereunder at time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the time requiredPurchased Assets, in lieu of delivering (vi) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (vii) take such original documentsother steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Seller Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver deposit the Purchased Asset Files representing the Purchased Assets, or cause to direct that the Purchased Asset Files be delivered such original documents to deposited directly, with Custodian, and the Custodian promptly when they are received. (d) The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the If a Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) ), such Purchased Asset File shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement law or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With Buyer hereby grants to Seller a revocable option to direct Buyer with respect to all the exercise of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans Assets (each, a “Revocable Option”) and to vote, take corporate actions and exercise any rights in accordance connection with the applicable Seller’s written instructions; providedPurchased Assets, howeverso long as no monetary Default, that Buyer shall material non-monetary Default, or Event of Default has occurred and is continuing. Such Revocable Option is not be required to follow such Seller’s instructions concerning evidence of any vote ownership or corporate other interest or right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result of Seller in any violation of any provision of the Transaction Documents or any Requirement of LawPurchased Asset. Upon the occurrence and during the continuation of a monetary Default, material non-monetary Default, or an Event of Default, and in each case subject to the provisions of the Purchased Asset Documents, the Revocable Option discussed above shall terminate following written notice from Buyer to Seller and thereafter Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to the applicable Seller’s instructionsinstructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer).

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller or an Acceptable Attorney pursuant to an escrow letter or other undertaking approved by Buyer, in its sole discretion specified in writing by such Seller the Confirmation relating to such Transaction. (b) On or before With respect to each Purchase Date for any Eligible Loan that Transaction, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan FileDelivery, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such the applicable Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney or other Person acceptable to Buyer to deliver to Buyer and the Custodian an Attorney’s a Bailee Letter or Undertaking Letter, as applicable, on or prior to such related Purchase Date; provided, further, that if. Subject to Article 7(c), in connection with each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date with respect to such Purchased Asset, the applicable Seller shall deliver or cause to be delivered and released to the Custodian a copy or original of any each document as specified in the Purchased Loan Asset File (as defined in the Custodial Agreement, and collectively, the “Purchased Asset File”), pertaining to which such Seller has delivered to Custodian (with an electronic copy to Buyer) each of the Purchased Assets identified in the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectivelytherewith, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed other documentation in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsBuyer, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Buyer’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Buyer and to the Custodian or the applicable Acceptable Attorney additional original documents or additional copies of, originals of, documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian or the applicable Acceptable Attorney, as applicable shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of or the Purchased Loan Filerelated Undertaking Letter, as applicable. With respect to any documents which all of the Purchased Assets delivered by Seller to Buyer, its designee (including the Custodian), or the Acceptable Attorney, as the case may be, Seller shall have been delivered or are being executed and delivered to recording offices for recording and have not been returned Buyer each omnibus power of attorney substantially in the forms of Exhibit IV attached hereto irrevocably appointing Buyer its attorney in fact with full power to (i) complete the Transfer Certificates relating to the applicable Seller Purchased Assets, (ii) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to permit their delivery hereunder at time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the time requiredPurchased Assets, in lieu (iii) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (iv) take such other steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records; provided that Buyer agrees not to and shall not exercise its rights under such power of delivering such original documents, such Seller shall deliver to Buyer attorney unless a true copy thereofmonetary Default or an Event of Default has occurred and is continuing. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File Asset Files shall be maintained in accordance with the applicable Undertaking Letter and the Custodial Agreement, as applicable. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity onlyAsset File. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including Acceptable Attorney and the Custodian) Custodian shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyerthe terms of the Undertaking Letter or the Custodial Agreement, unless such release is as applicable, and only if required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With Buyer hereby grants to Seller a revocable option to direct Buyer with respect to all the exercise of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans Assets and to vote, take corporate actions and exercise any rights in accordance connection with the applicable Seller’s written instructions; providedPurchased Assets, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote so long as no monetary Default or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation Event of any provision of the Transaction Documents or any Requirement of LawDefault has occurred and is continuing. Upon the occurrence and during the continuation of a monetary Default or an Event of DefaultDefault or with respect to the exercise of any voting or corporate rights with respect to the Purchased Assets that could materially impair the Market Value, and in each case subject to the provisions of the Purchased Asset Documents, the revocable option discussed above shall automatically terminate and thereafter Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to the applicable Seller’s instructionsinstructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer). (e) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not enter into any material amendments, modifications, waivers, releases, sales, transfers, dispositions or other resolutions relating to the Purchased Assets, including, without limitation, the following actions set forth in clauses (i) through (xi) below (each, a “Significant Modification”), without the prior written consent of Buyer: (i) any forbearance, extension or other loan modification with respect to any Purchased Asset, including, without limitation, (A) any modification of the amount or timing of any regularly scheduled payments of principal and non-contingent interest of any Purchased Asset or (B) any change in the frequency of scheduled payments of principal and interest with respect to any Purchased Asset; (ii) the release, discharge or reduction of any: (A) Lien on any mortgaged property or (B) Lien or claim on any letters of credit and other non-cash collateral that is required to be maintained pursuant to the underlying Mortgage loan documents, if any; (iii) the extension of credit (including increasing the terms of any existing credit) to any Person with respect to any Purchased Asset; (iv) any sale or other disposition of any Purchased Asset, mortgaged property or any other material property or collateral related thereto; (v) the incurrence of any Lien or other encumbrance other than as expressly created hereunder or under any other Transaction Document; (vi) the reduction of the principal amount of any Purchased Asset other than (A) with respect to a dollar-for-dollar principal payment or (B) reductions of principal to the extent of deferred, accrued or capitalized interest added to principal which additional amount subsequently reduced was not taken into account by Buyer in determining the related Maximum Advance Rate; (vii) any increase in the amount of any Purchased Asset other than increases which are derived from accrual or capitalization of deferred interest which is added to principal or protective advances; (viii) any subordination of the Lien priority of any Purchased Asset or the payment priority of any Purchased Asset other than a subordination required under the then-existing terms and conditions of such Purchased Asset; provided, however, that the foregoing shall not preclude the execution and delivery of subordination, nondisturbance and attornment agreements with tenants, subordination to tenant leases, easements, plats of subdivision and condominium declarations, conditions, covenants and restrictions and similar instruments which do not adversely affect the rights and interest of the holder of the Purchased Asset; (ix) any waiver, amendment or modification of any cash management or reserve account requirements of any Purchased Asset other than changes required under the then-existing Purchased Asset documentation for such Purchased Asset; (x) any waiver of any due-on-sale or due-on-encumbrance provisions of any Purchased Asset other than waivers required to be given under the then-existing Purchased Asset documents for such Purchased Asset; and (xi) any waiver, amendment or modification of the underlying insurance requirements of any Purchased Asset. Seller shall promptly (and in any event not later than two (2) Business Days following execution) provide Buyer with executed copies of any other amendments, modifications, waivers, releases, sales, transfers, dispositions or other resolutions relating to the Purchased Assets. (f) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit any security trustee, Primary Servicer or any other servicer of any Purchased Asset to consent to any proposal as described in clause (e) above without the prior written consent of Buyer or waiver thereof.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the following Agent’s account: The Bank of New York Mellon 0000 Xxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 ABA: [***] Attention: Daizon Camp Phone: [Redacted pursuant to Item 601(a)(6) of Reg. S-K] Account Number: [***] For Credit To: GMC not later than 1:00 p.m. (New York City time) - 2:00 p.m. if electronically submitted on the date when such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Sellers acknowledge that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to Buyer or its designee (including the Custodian) Agent for the benefit of the Buyers against the simultaneous transfer of the Purchase Price therefore from Buyer the Buyers to an the Settlement Account and the Agent’s transfer of the Purchase Price from the Settlement Account to the following account of the applicable Seller specified in writing by such Seller Sellers (the “Operating Account”): Account No. [***], for the account of the Sellers, The Bank of New York Mellon, ABA No. [***], Attn: Xxxxx Xxxxxxx, simultaneously with the delivery to the Agent for the benefit of the Buyers of the Purchased Assets relating to such each Transaction. With respect to the Purchased Assets being sold by Seller on a Purchase Date, Seller hereby sells, transfers, conveys and assigns to the Agent for the benefit of the Buyers without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of Seller in and to the Purchased Assets (on a servicing released basis) together with all right, title and interest of Seller in and to any appurtenant Repurchase Assets and the proceeds thereof. On each Repurchase Date, the repurchase of Purchased Assets and the termination of the applicable Transaction will be governed by Section 4(d). (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller Sellers shall deliver or cause to be delivered and released to the Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Asset Files for all Purchased Assets. The Custodian shall have delivered act as the agent for the Agent to Buyer a Trust Receipt; provided, that notwithstanding effect the foregoing, upon request delivery of such Seller, Buyer in its sole good faith discretion may elect Purchased Assets transferred to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Sellers on each Repurchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c4(d), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account. (b) On or before each Purchase Date for any Eligible Any Mortgage Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) Custodian are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, and such retention and possession Servicer with its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) related agent shall release its custody of the Purchased Mortgage Loan File Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Any Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) Custodian are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the beneficial owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, and such retention and possession Servicer with its duties under the Servicing Agreement. Each Asset Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset, including the Underlying Assets, to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) related agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Underlying Assets by Servicer is in connection with a repurchase of any Purchased Loan Asset or the release of an Underlying Asset from a Transaction hereunder by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to in accordance with this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in and the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, (i) ownership of and title to the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such TransactionTransaction and (ii) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing-released basis all of Seller’s right, title and interest in and to such Purchased Asset, together with all related Servicing Rights. Subject to this Agreement, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate each Servicer of the Purchased Assets (it being understood and agreed that Midland Loan Services, Inc. is approved as initial Servicer); the Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement; and, such Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents. (b) On or before With respect to each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderTransaction, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery Certificate in the form of attached hereto as Exhibit III together with all attachments and schedules thereto and the Purchased Loan FileIV, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole but good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the Custodian an Attorney’s a Bailee Letter on or prior to such related Purchase Date; provided, further, that if. Subject to Article 7(c), in connection with each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date with respect to such Purchased Asset, Seller shall deliver or cause to be delivered and released to the Custodian a copy or original of any each document as specified in the Asset File (as defined in the Custodial Agreement, and collectively, the “Purchased Loan as Asset File”), pertaining to which such Seller has delivered to Custodian (with an electronic copy to Buyer) each of the Purchased Assets identified in the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not Certificate delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectivelytherewith, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed other documentation in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsBuyer, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Buyer’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which that have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including without limitation the Mortgage Notes and Assignments of Mortgages, Participation Certificates and assignments of participation interests and any transfer documents related thereto, (ii) record the Assignments of Mortgages, (iii) prepare and file and record each assignment of mortgage, (iv) take any action (including exercising voting and/or consent rights) with respect to Participation Interests, Mezzanine Loans, or intercreditor or participation agreements, (v) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, (vi) after the occurrence and during the continuance of an Event of Default, enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (vii) after the occurrence and during the continuance of an Event of Default, take such other steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited directly, with the Custodian. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the If a Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) ), such Purchased Asset File shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With respect Subject to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuingbelow, Buyer shall hereby grants to Seller a revocable option to direct Buyer with respect to the exercise of all voting and corporate rights with respect to the Purchased Loans Assets and to vote, take corporate actions and exercise any rights in accordance connection with the applicable Seller’s written instructions; providedPurchased Assets, howeverso long as no monetary Default, that Buyer shall material non-monetary Default, or Event of Default has occurred and is continuing. Such revocable option is not be required to follow such Seller’s instructions concerning evidence of any vote ownership or corporate other interest or right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result of Seller in any violation of any provision of the Transaction Documents or any Requirement of LawPurchased Asset. Upon the occurrence and during the continuation of (i) a monetary or material non-monetary Default, (ii) an Event of DefaultDefault or (iii) the exercise of any voting or corporate rights with respect to the Purchased Assets that could be reasonably determined to materially impair the Market Value, and in each case subject to the provisions of the Purchased Asset Documents, the revocable option discussed above shall be deemed to automatically terminate and Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer). (e) Notwithstanding the provisions of Article 7(b) above requiring the execution of the Custodial Delivery Certificate and corresponding delivery of the Purchased Asset File to the Custodian on or prior to the related Purchase Date, with respect to each Transaction involving a Purchased Asset that is identified in the related Confirmation as a “Table Funded” Transaction, Seller shall, in lieu of effectuating the delivery of all or a portion of the Purchased Asset File on or prior to the related Purchase Date, (i) deliver to the Custodian by facsimile or email on or before the related Purchase Date for the Transaction (A) the promissory note(s), original stock certificate or Participation Certificate in favor of Seller evidencing the making of the Purchased Asset, with Seller’s endorsement of such instrument to Buyer, (B) the mortgage, security agreement or similar item creating the security interest in the related collateral and the applicable assignment document evidencing the transfer to Buyer, (C) such other components of the Purchased Asset File as Buyer may require on a case by case basis with respect to the particular Transaction, and (D) evidence satisfactory to Buyer that all documents necessary to perfect Seller’s instructions(and, by means of assignment to Buyer on the Purchase Date, Buyer’s) interest in the Purchased Items for the Purchased Asset, (ii) deliver to Buyer and Custodian a Bailee Letter from an Acceptable Attorney, Title Company or other Person acceptable to Buyer on or prior to such Purchase Date and (iii) not later than the third (3rd) Business Day following the Purchase Date, deliver to Buyer the Custodial Delivery Certificate and to the Custodian the entire Purchased Asset File. (f) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit Servicer or any other servicer of any Purchased Asset to extend, amend, waive, terminate, rescind, cancel, release or otherwise modify the material terms of or any collateral, guaranty or indemnity for, or exercise any material right or remedy of a holder (including all lending, corporate and voting rights, remedies, consents, approvals and waivers) of, any Purchased Asset or Purchased Asset Document, or consent to any amendments, modifications, waivers, releases, sales, transfers, dispositions or other resolutions relating to any Purchased Asset or Purchased Asset Document (except to the extent contemplated or required by the related Purchased Asset Documents) including, without limitation, the following actions set forth in clauses (i) through (v) below, without the prior written consent of Buyer: (i) any forbearance, extension or other loan modification with respect to any Purchased Asset; (ii) the release, discharge or reduction of any: (A) lien on any Mortgaged Property or (B) lien or claim on any letters of credit and other non-cash collateral that is required to be maintained pursuant to the underlying Mortgage loan documents, if any; (iii) the extension of credit (including increasing the terms of any existing credit) to any Person with respect to any Purchased Asset; (iv) any sale or other disposition of any Purchased Asset (except as permitted under Article 3(e) of this Agreement), Mortgaged Property or any other material property or collateral related thereto; and (v) the incurrence of any lien or other encumbrance other than as expressly created hereunder or under any other Transaction Document.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer: Xxxxxxx Xxxxx Bank USA, Account No. 62030, for the account of Credit Globus Account 0200001133 CFCGABF, ABA# 124 084 669, not later than 5:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of the applicable Seller specified (or as otherwise directed by the Seller): Deutsche Bank National Trust Company, Account No. 37622, for the account of Buyer, ABA# 00000000. With respect to the Purchased Mortgage Loans being sold by a Seller on a Purchase Date, the Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Seller in writing by such Seller relating and to such Transactionthe Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer: Account No. 144-089059, account name: Gestation, ABA No. 000-000-000, not later than 3:00 p.m. New York time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Sellers acknowledge that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of the applicable Seller specified in writing Sellers (or as otherwise directed by such Seller the Sellers): Account No. 2080000697499, for the account of HomeBanc Mortgage Corporation, Wachovia Bank, National Association, ABA No. 000000000, Attn: Treasury Dept., not later than 5:00 p.m. New York time, simultaneously with the delivery to the Buyer of the Purchased Mortgage Loans relating to such each Transaction. With respect to the Purchased Mortgage Loans being sold by any Seller on a Purchase Date, the Sellers hereby sell, transfer, convey and assign to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Sellers in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller Sellers shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans and all other Repurchase Assets shall be transferred by the applicable Seller to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of designated by the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. (b) On or before In connection with the sale of each Purchase Date for any Eligible Loan that the Purchased Loan, in accordance with Section 3(c): (i) The applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver (with an electronic copy to Buyer) and release to Custodian the following original (or cause where indicated, copied) documents, to be delivered the extent applicable and subject to clause (iv) below (collectively, the “Purchased Loan File”), together with a Custodial Delivery Certificate provided to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File), and in respect thereof, shall cause Custodian shall have delivered to Buyer deliver a Trust Receipt; provided, that notwithstanding inventory report and Exception Report to Buyer on the foregoing, upon request Purchase Date confirming the receipt of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as Documents pertaining to which such Seller has delivered to Custodian (with an electronic copy to Buyer) each of the Purchased Loans identified in the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not Certificate delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):therewith: (iA) the original Mortgage Note Note, bearing all intervening endorsements, endorsed by an Authorized Representative of the originator “pay to the order of, without recourse” to blank, or if the original Mortgage Note has been lost or destroyed, a copy of such Mortgage Note together with a lost note affidavit; (iiB) an the original or a copy of any loan agreement and any guarantee executed of which the Custodian has been specifically notified (as identified in the Mortgage Loan Schedule accompanying delivery of the related Mortgage Loan File) in connection with the Mortgage NoteNote (if any); (iiiC) an (A) the original Mortgage or a copy of the Mortgage with evidence of recordation, recording thereon; and (B) the original or submission for recordation, from the appropriate governmental recording office a copy of the jurisdiction where recorded power of attorney, if the Mortgaged Property Mortgage was executed pursuant to a power of attorney with evidence of recording thereon, if recordation is locatedrequired; (ivD) originals, or copies of any intervening Assignments of Mortgage with evidence of recording thereon; provided that if any such Assignment of Mortgage is in the process of recordation, such Assignment of Mortgage may be evidenced by a certified copy; (E) the originals or copies of all assumption, modification, consolidation or extension agreements of which the Custodian has been specifically notified (as identified in the Mortgage Loan Schedule accompanying delivery of the related Mortgage Loan File) , with evidence of recordation, or submission for recordation, from recording thereon if noted as required on the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedMortgage Loan Schedule; (vF) (A) for each Mortgage Loan that is not registered with the Mortgage Electronic Registration System, Inc. (“MERS”) an original Assignment of the Assignment Documents Mortgage prepared in Blank;blank, which, in each case, shall be in form and substance acceptable for recording, and (B) in the case of each Mortgage Loan registered with MERS, the original Mortgage or copy thereof as provided in (iii) above, noting the presence of the Mortgage Identification Number (the “MIN”) and including either language indicating that the Mortgage Loan is a Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such loan and its successors and assigns (a “MOM Loan”) or if the Mortgage Loan was not a MOM Loan at origination, the assignment thereof to MERS, together with (x) an assignment of such Mortgage Loan registered with MERS from MERS to the originator and (y) the original assignment of such Mortgage Loan registered with MERS from the originator in blank; and (viG) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or a copy of the Title Policy or attorney’s opinion of title and abstract of title title, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy (if any), insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the mortgagor. (ii) The applicable Seller shall deliver the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issuedexecuted Mortgage Note bearing all intervening endorsements, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment loan agreement, the original mortgage and any intervening assignments of leases and rents, if any, mortgage with evidence of recordationrecording thereon (or a certified true copy of a mortgage or assignment out for recording) and the original Title Policy (as required by clause (b)(i)(A), (C), (D) and (G) of this Section 7) for each Purchased Loan by no later than the related Purchase Date. If such Seller cannot deliver, or submission cause to be delivered, any of the original documents and/or instruments required to be delivered as originals under clauses (b)(i)(C), (D), (E), (G), (H) and (I) of this Section 7, such Seller shall deliver a true and correct photocopy thereof. Such Seller shall use commercially reasonable efforts to obtain and deliver the original document within thirty (30) days (or, if such original document has been submitted for recordation, from recordation in the appropriate governmental recording office but not yet returned, one hundred eighty (180) days) after the related Purchase Date. After the expiration of the jurisdiction where applicable period specified above, Repo Agent may, in its sole and absolute discretion, reduce the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission Asset Value for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) such Purchased Loan to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters$0.00. (c) From time to time, Sellers the applicable Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as on behalf of Buyer shall request from time pursuant to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan FileAgreement. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer Custodian a true true, correct and complete copy thereofof the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) . All Purchased Loan Files shall be deposited directly with Custodian to be held by Custodian on behalf of Xxxxx. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) Custodian is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such the applicable Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from BuyerRepo Agent, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a Mortgage Loan that was delivered to Custodian by such Seller but was not purchased by Buyer pursuant to this Agreement or is in connection with a repurchase of any Purchased Loan by the applicable such Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement Agreement, Sellers shall have caused Buyer or Repo Agent to have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes required to be reasonably necessary satisfactory to preserve Repo Agent in form and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer; Account No. 066-000-000, xxr the account of DLJ Mortgage Capital, Inc., The Chase Manhattan Bank, ABA No. 021-000-000, Xxtn: StarNet P&I, not later than 3:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of Seller; Account No. 5026000, for the applicable Seller specified in writing by such Seller account of StarNet Mortgage, Inc., Bank United, N.A., ABA No. 313000000, Xxtn: Edwaxx X. Xxxxxx, xxt later than 3:00 p.m. New York City time, simultaneously with the delivery to the Custodian of the Purchased Assets relating to such Transactioneach Transaction hereby sells, transfers, conveys and assigns to Buyer or its designee (including the Custodian) without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Purchased Items. (bc) On Notwithstanding anything to the contrary in this Repurchase Agreement, including agreements to enter into a Transaction pursuant to Section 3, Buyer shall have no obligation to purchase any Mortgage Loans on any Purchase Date if, after such purchase: (1) an Event of Default by the Seller will have occurred and be continuing, or before an Event of Default by the Seller would occur with notice or the passing of time; or (2) the Repurchase Date for such Transaction would be later than the Termination Date. (d) In connection with such sale, transfer, conveyance and assignment, on or prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered released to Buyer a Trust Receipt; provided, that notwithstanding or its designee (including the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to BuyerCustodian) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; Custodial Identification Certificate and (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent documents identified in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side lettersCustodial Agreement. (ce) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Mortgage Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of the Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage File and the originals of the Purchased Loan Mortgage File not delivered to Buyer or its designeedesignee (including the Custodian). The possession of the Purchased Loan Mortgage File by the applicable Seller or its designee is at the will of the Buyer for the sole purpose of servicing the related Purchased Mortgage Loan, and such retention and possession by such the Seller or its designee is in a custodial capacity only. The Each Mortgage File retained or held by the Seller or its designee shall be segregated on the Seller's books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee and the books and records of the Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Mortgage Loan to the Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage File only in accordance with written instructions from the Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSeller. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: JPMorgan Chase Bank, Account Number ***-******, for the credit account: JPMorgan Chase Bank NY; ref: Gestation, ABA# ***-***-*** Attn: Mxxxxxx XxXxxxxx, not later than 5:00 p.m. New York City time (the “Payment Account”), on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of Seller: Account #: *********, ABA #: *********, Bank name: City National Bank, Bank Address: 500 X Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Account Name: PLS Loan Funding account (or, if a warehouse lender is identified to Buyer pursuant to Section 3(b)(xvii) hereof, pursuant to such warehouse lender’s written instructions) or in accordance with the applicable Seller specified in writing by such Seller Escrow Agreement, as applicable, simultaneously with the delivery to Buyer of the Purchased Assets relating to such each Transaction. With respect to the Purchased Assets being sold by Seller on a Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Mortgage Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAssets. On each Settlement Date, and Buyer shall transfer to Seller such retention and possession funds received by such Seller or its designee is in Buyer from a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is Take-out Investor in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Transaction Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests Agency Security that are in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) excess of the foregoing sentence in respect of the power of attorneyRepurchase Price. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred to Buyer paid or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved deposited in accordance with the terms hereof no later than (i) for purposes of this Agreementcalculating Price Differential hereunder, 3:00 p.m. on the day when due, and upon receipt of any (ii) for all other purposes, 5:00 p.m. on the day when due, in each case, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the Purchased Loan Filecomputation of such payment. With respect to any documents which have been delivered or are being delivered to recording offices for recording Seller, Guarantor and have not been returned Pledgor shall, to the applicable Seller extent permitted by Requirements of Law, pay to Buyer interest in time connection with any amounts not paid when due under the Repurchase Documents, which interest shall be calculated at a rate equal to permit their delivery hereunder at the time requiredDefault Rate, until all such amounts are received in lieu full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Waterfall Account shall be deposited into an account of delivering such original documents, such Buyer as directed by Xxxxx in writing. Seller shall deliver have no rights in, rights of withdrawal from, or rights to Buyer a true copy thereofgive notices or instructions regarding Xxxxx’s account or the Waterfall Account. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased • Any Mortgage Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Documents not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased such Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, and such retention and possession Servicer with its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Mortgage Loan File Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, (i) ownership of and title to the Purchased Loans Asset shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such TransactionTransaction and (ii) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing-released basis all of Seller’s right, title and interest in and to such Purchased Asset, together with all related Servicing Rights. Subject to this Agreement, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate each Servicer of the Purchased Assets; the Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement; and, such Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Transaction Documents. (bi) On or before With respect to each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderTransaction, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery Certificate in the form of attached hereto as Exhibit III together with all attachments and schedules thereto and the Purchased Loan FileIV, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole but good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) make such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, delivery by not later than the third (3rd) Business Day after the related Purchase Date Date, so long as such Seller causes an Acceptable Attorney Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the Custodian an Attorney’s a Bailee Letter on or prior to such related Purchase Date; provided, further, that if. Subject to Article 7(c), in connection with each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date with respect to such Purchased Asset, Seller shall deliver or cause to be delivered and released to the Custodian each document as specified in the Asset File (as defined in the Custodial Agreement, and collectively, the “Purchased Asset File”), pertaining to each of any the Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) Assets identified in the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not Certificate delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectivelytherewith, together with any additional documents delivered pursuant to Section 7(c)other documentation in respect of such Purchased Asset requested by Buyer, the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements;in Buyer’s sole but good faith discretion. (ii) With respect to each Additional Advance and/or Future Funding Transaction, Seller shall deliver or cause to be delivered to Buyer or its designee an updated Custodial Delivery Certificate that includes any additional copies or original or copy of any loan agreement and any guarantee documents delivered and/or executed in connection with any such Additional Advance or Future Funding Transaction, as applicable, as specified in the Mortgage Note; Asset File (iii) an original or copy as defined in the Custodial Agreement), pertaining to each of the Mortgage Purchased Assets identified in the Custodial Delivery Certificate delivered therewith, together with evidence any other documentation in respect of recordationsuch Purchased Asset requested by Buyer, in Buyer’s sole discretion, provided, that notwithstanding the foregoing, upon request of Seller, Buyer in its sole but good faith discretion may elect to permit Seller to make such delivery by not later than the third (3rd) Business Day after the Additional Advance Date or submission for recordationFuture Funding Date, from as applicable, so long as Seller causes an Acceptable Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the appropriate governmental recording office Custodian a Bailee Letter on or prior to such date. Subject to Article 7(c), on or prior to that date of an Additional Advance or Future Funding Transaction, as applicable, Seller shall deliver or cause to be delivered and released to the jurisdiction where the Mortgaged Property is located; (iv) originals Custodian a copy or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent each additional document delivered and/or executed in connection with each such Additional Advance or Future Funding Transaction, as applicable, as specified in the Asset File (as defined in the Custodial Agreement), pertaining to each of the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent Assets identified in the applicable Seller’s possession of Custodial Delivery Certificate delivered therewith, together with any other documentation in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsBuyer, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Buyer’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this AgreementAgreement (including without limitation in connection with an Additional Advance or Future Funding Transaction), and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which that have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including without limitation the Mortgage Notes and Assignments of Mortgages, Mezzanine Notes, Participation Certificates and assignments of participation interests and any transfer documents related thereto, (ii) record the Assignments of Mortgages, (iii) prepare and file and record each assignment of mortgage, (iv) take any action (including exercising voting and/or consent rights) with respect to Participation Interests, Mezzanine Loans, or intercreditor or participation agreements, (v) complete the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, (vi) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (vii) take such other steps as may be necessary or desirable to enforce Buyer’s rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited directly, with the Custodian. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the If a Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) ), such Purchased Asset File shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased LoansAssets, is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (ed) With respect Subject to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuingbelow, Buyer shall hereby grants to Seller a revocable option to direct Buyer with respect to the exercise of all voting and corporate rights with respect to the Purchased Loans Assets and to vote, take corporate actions and exercise any rights in accordance connection with the applicable Seller’s written instructions; providedPurchased Assets, however, that Buyer shall so long as no Event of Default has occurred and is continuing. Such revocable option is not be required to follow such Seller’s instructions concerning evidence of any vote ownership or corporate other interest or right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result of Seller in any violation of any provision of the Transaction Documents or any Requirement of LawPurchased Asset. Upon the occurrence and during the continuation of an Event of Default, and in each case subject to the provisions of the Purchased Asset Documents, the revocable option discussed above shall be deemed to automatically terminate and Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer). (e) Notwithstanding the provisions of Article 7(b) above requiring the execution of the Custodial Delivery Certificate and corresponding delivery of the Purchased Asset File to the Custodian on or prior to the related Purchase Date, with respect to each Transaction involving a Purchased Asset that is identified in the related Confirmation as a “Table Funded” Transaction, Seller shall, in lieu of effectuating the delivery of all or a portion of the Purchased Asset File on or prior to the related Purchase Date, (i) deliver to the Custodian by facsimile or email on or before the related Purchase Date for the Transaction (A) the promissory note(s), original stock certificate or Participation Certificate in favor of Seller evidencing the making of the Purchased Asset, with Seller’s endorsement of such instrument to Buyer, (B) the mortgage, security agreement or similar item creating the security interest in the related collateral and the applicable assignment document executed in blank (unless otherwise instructed by Buyer), (C) such other components of the Purchased Asset File as Buyer may require on a case by case basis with respect to the particular Transaction, and (D) evidence satisfactory to Buyer that all documents necessary to perfect Seller’s instructions(and, by means of assignment to Buyer on the Purchase Date, Buyer’s) interest in the Purchased Items for the Purchased Asset, (ii) deliver to Buyer and Custodian a Bailee Letter from an Acceptable Attorney, Title Company or other Person acceptable to Buyer on or prior to such Purchase Date and (iii) not later than the third (3rd) Business Day following the Purchase Date, deliver to Buyer the Custodial Delivery Certificate and to the Custodian the entire Purchased Asset File. (f) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit Interim Servicer, Primary Servicer or any other servicer or asset manager of any Purchased Asset to make any Significant Purchased Asset Decision, without the prior written consent of Buyer.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans Assets and all rights thereunder shall be transferred to Buyer Administrative Agent, on behalf of Buyer, or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. Administrative Agent, on behalf of Buyer, will provide Seller with a Power of Attorney to Seller, allowing Seller to administer, operate and service such Purchased Assets. Provided that no Event of Default shall have occurred and be continuing, such Power of Attorney to Seller shall be binding upon Administrative Agent, Buyer and their respective successors and assigns. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall (A) not later than 1:00 p.m. (New York time) two (2) Business Days prior to the Purchase Date, deliver or cause to be delivered to Custodian (with an electronic a copy to Administrative Agent, on behalf of Buyer) a fully completed and signed Custodial Delivery ), together with the Purchased Asset File Checklist, the Purchased Asset Documents identified in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan FileAsset File Checklist delivered therewith, and (B) on the Purchase Date, cause Custodian to deliver a Trust Receipt confirming receipt of such Purchased Asset Documents; provided that with respect to the NEMA Chicago Purchased Asset, Seller shall, (X) not later than 1:00 p.m. (New York time) on the Purchase Date, deliver or cause Bailee to deliver to Buyer, by electronic transmission, a true and complete copy of the related (1) Mortgage Note, Mezzanine Note or Participation Certificate with assignment in respect thereofblank (as applicable), Custodian shall have delivered to Buyer a (2) loan agreement, (3) Mortgage or Mezzanine Pledge Agreement and LLC Certificate (as applicable), (4) Title Policy, (5) Insured Closing Letter and Escrow Instructions, if any, and (6) the executed Bailee Agreement and Bailee’s Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to BuyerY) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than 1:00 p.m. (New York time) on the third (3rd) Business Day following the Purchase Date, deliver or cause Bailee to deliver and release to Custodian (with a copy to Buyer), together with a Purchased Asset File Checklist, the related Purchased Asset Documents, and (Z) not later than two (2) Business Days following receipt of such Purchased Asset Documents by Custodian, cause Custodian to deliver a Trust Receipt confirming such receipt; provided that if Seller cannot deliver, or cause to be delivered, any of the original Purchased Asset Documents required to be delivered as originals (excluding the Mortgage Note, Mezzanine Note, the Assignment of Mortgage, the LLC Certificate and the Participation Certificate, originals of which must be delivered at the time required under the provisions above), Seller shall deliver a photocopy thereof and an Officer’s Certificate of Seller certifying that such copy represents a true and correct copy of the original and shall use its best efforts to obtain and deliver such original document within one hundred eighty (180) days after the related Purchase Date (or such longer period after the related Purchase Date to which Administrative Agent, on behalf of Buyer, may consent in its sole discretion, so long as Seller is, as certified in writing to Administrative Agent, on behalf of Buyer, not less frequently than monthly, using its best efforts to obtain the original). After the expiration of such best efforts period, Seller causes an Acceptable Attorney shall deliver to Administrative Agent, on behalf of Buyer, a certification that states, despite Seller’s best efforts, Seller was unable to obtain such original document, and thereafter Seller shall have no further obligation to deliver the related original document. Notwithstanding the foregoing, Administrative Agent, on behalf of Buyer, shall, at its option, have the right to Buyer and cancel the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, purchase of a Purchased Asset if all required originals have not been delivered as required in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Administrative Agent, on behalf of Buyer, and as Buyer Administrative Agent shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer Administrative Agent, on behalf of Buyer, a true copy thereofthereof with an Officer’s Certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Administrative Agent, on behalf of Buyer, or its designee (dincluding Custodian), Seller shall execute an omnibus Power of Attorney to Administrative Agent, on behalf of Buyer, irrevocably appointing Administrative Agent its attorney‑in‑fact with full power to, during the continuance of an Event of Default only, (i) complete and record any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate (as applicable) and (iii) take such other steps as may be necessary or desirable to enforce Administrative Agent’s rights against any Purchased Assets and the related Purchased Asset Files and the Servicing Records. Administrative Agent, on behalf of Buyer, shall deposit the Purchased Asset Files representing the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf of Administrative Agent. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer Administrative Agent or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer Administrative Agent, on behalf of Buyer, as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer Administrative Agent, on behalf of Buyer, or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer Administrative Agent, on behalf of Buyer, for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan Asset to Administrative Agent, on behalf of Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from BuyerAdministrative Agent, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement or Agreement, Administrative Agent shall have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers satisfactory to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Purchase Date for each Transaction, ownership Seller hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the Purchased Loans United States, in immediately available funds and without deduction, set–off or counterclaim to the Purchaser’s Account and if not received before such time shall be transferred deemed to Buyer be received on the next Business Day. The Seller shall, to the extent permitted by Applicable Law, pay to the Purchaser interest on any amounts not paid when due hereunder or under the Repurchase Documents at the Post Default Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, the Purchaser. All computations of interest, Price Differential and fees hereunder or under the other Repurchase Documents shall be made on the basis of a year consisting of 360 days for the actual number of days (including the first but excluding the last day) elapsed. The Seller acknowledges that it has no rights of withdrawal from the foregoing Purchaser’s Account or from the Collection Account. Funds in the Collection Account may be invested at the direction of the Purchaser in Permitted Investments for the benefit of the Purchaser. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of the Price Differential or any fee payable hereunder or under the Repurchase Documents. (c) If any Transaction requested by the Seller and approved in writing by the Purchaser pursuant to Sections 2.2 or 2.3 is not, for any reason, made or effectuated, as the case may be, on the date specified therefor, the Seller shall indemnify the Purchaser against any reasonable loss, cost or expense incurred by the Purchaser including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits, if any, in the reemployment of such funds in the manner determined by the Purchaser in its discretion), cost and expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Purchaser to fund or maintain such Transaction. (d) Any Mortgage Asset Files not delivered to the Purchaser or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed are and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer the Purchaser as the owner thereof. The applicable Seller or its designee agent shall maintain a copy of the Purchased Loan Mortgage Asset File and the originals of the Purchased Loan Mortgage Asset File not delivered to Buyer the Purchaser or its designeeagent (including the Custodian). The possession of the Purchased Loan Mortgage Asset File by the applicable Seller or its designee agent is at the will of Buyer the Purchaser for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such the Seller or its designee agent is in a custodial capacity only. The Each Mortgage Asset File retained or held by the Seller or its agent shall be segregated on the Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its agent, and the books and records of the Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyerthe Purchaser. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan Mortgage Asset File only in accordance with written instructions from Buyerthe Purchaser, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by in accordance with the Custodian’s receipt terms of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially Notwithstanding anything contained in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect Agreement to the Purchased Loans in accordance with the applicable Seller’s written instructions; providedcontrary, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence all Repurchase Price and during the continuation of an Event of Default, Buyer all other Obligations shall be entitled to exercise all voting and corporate rights with respect to paid in full on or before the Purchased Loans without regard to the applicable Seller’s instructionsFacility Maturity Date.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, set‑off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Servicer Account shall be deposited into an account of Buyer. Seller shall have no rights in any Buyer’s account and no rights of withdrawal from, or rights to give notices or instructions regarding any Buyer’s account, the applicable Seller specified Waterfall Account or the Servicer Account. Instructions to Servicer in writing by such Seller relating to such Transactionrespect of the Servicer Account are set forth in the Servicer Notice. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing‑released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Securities shall be transferred to Buyer or its designee (including the Custodian) ), without recourse but subject to the terms of this Agreement, against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, Seller shall deliver the related Purchased Loan File shall include the following documents (collectivelySecurities, together with any additional documents delivered pursuant appropriate assignment forms necessary to Section 7(c), re-register such Purchased Securities in the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy name of the Mortgage with evidence of recordation, Buyer or submission for recordation, from the appropriate governmental recording office other designee of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and the Buyer or its other designee shall have all rights of conversions, exchange, subscription and any other rights, privileges and options pertaining to such additional documents shall be deemed part Purchased Securities as the owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Purchased Loan FileSecurities with any committee, depositary transfer, agent, register or other designated agency upon such terms and conditions as the Buyer may determine. The Purchased Securities shall be held by the Buyer or its designee, as exclusive bailee and agent for the Buyer, either directly or through the facilities of a Relevant System, as “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC and 31 C.F.R. Section 357.2) and credited to the “securities account” (as defined in Section 8-501(a) of the UCC) of the Buyer. The Buyer, as “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Purchased Securities, shall be entitled to receive all cash dividends and distributions paid in respect thereof. Any such dividends or distributions with respect to the Purchased Securities received by the Seller shall be promptly remitted to the CRIIMI Securities Cash Management Account or the GNMA Securities Cash Management Account, as applicable. (c) With respect to Purchased Securities that shall be delivered or held in uncertificated form and the ownership of which is registered on books maintained by the issuer thereof or its transfer agent, the Seller shall cause the registration of such security or other item of investment property in the name of Buyer or its designee and at the request of the Buyer, shall take such other and further steps, and shall execute and deliver such documents or instruments necessary in the reasonable opinion of the Buyer, to effect a legally valid transfer to Buyer hereunder. With respect to any documents which have been Purchased Securities that shall be delivered or are being delivered to recording offices for recording and have not been returned to held in definitive, certificated form, the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including which shall be the Custodian initially) the original of the relevant certificate, together with an appropriate assignment form necessary to register such certificate in the name of the Buyer or its designee. Unless otherwise instructed by Buyer, any delivery of a security or other item of investment property in definitive, certificated form shall be made to the Custodian) . With respect to Purchased Securities that shall be delivered through a Relevant System in book entry form and credited to or otherwise held in trust by a securities account, the applicable Seller shall take such actions necessary to provide instruction to the relevant financial institution or its designee for other entity, which instruction shall be sufficient if complied with to register the benefit transfer of Buyer as the owner thereof. The applicable Purchased Securities from Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession In connection with any account to which the Purchased Securities are credited or otherwise held, the Seller shall execute and deliver such other and further documents or instruments necessary, in the reasonable opinion of the Buyer, to effect a legally valid transfer to Buyer hereunder. Any account to which the Purchased Securities are credited or otherwise held shall be designated in accordance with the Custodial Agreement or such variation thereon as the Buyer may direct. Any delivery of a Portfolio Security in accordance with this paragraph, or any other method acceptable to the Buyer, shall be sufficient to cause the Buyer to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Purchased Securities and, if the Transaction is recharacterized as a secured financing, to have a perfected first priority security interest therein. No Purchased Securities, whether certificated or uncertificated, shall remain in the name, or possession, of Seller or any of its agents or in any securities account in the name of Seller or any of its agents. (d) As a condition to Buyer’s purchase of any Purchased Securities, Seller shall deliver to Buyer on or prior to the Purchase Date: (i) copies of the executed Securitization Document governing such Purchased Securities, and the offering documents related to such Purchased Securities, each certified by the Seller as a true, correct and complete copy of the original document delivered to the Seller, and any ancillary documents required to be delivered to holders of the Purchased Loan File Securities under such Securitization Document; (ii) one or more officer’s certificates with respect to the completeness of the documents delivered and one or more opinions of counsel as may be reasonably requested by Buyer, (iii) an instruction letter from the applicable Seller to the Trustee under such Securitization Document, instructing the Trustee to remit all sums required to be remitted to the holder of such Purchased Securities under such Securitization Document to the Securities Intermediary or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is as otherwise directed in a custodial capacity only. The books written notice signed by Seller and records Buyer, (includingiv) copies of all distribution statements, without limitationif any, delivered to the Seller pursuant to such Securitization Document during the three-month period immediately preceding such Purchase Date, and (v) any computer records other documents or tapes) instruments necessary in the reasonable opinion of the applicable Seller or its designee shall be marked appropriately Buyer to reflect clearly consummate the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental Securities to the servicing Buyer or, if such Transaction is recharacterized as a secured financing, to create and perfect in favor of the Purchased Loans, is Buyer a valid perfected first priority security interest in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSecurities. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans Securities in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable good faith business judgment, impair the Purchased Securities or be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of LawDocuments. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Securities without regard to the applicable Seller’s instructions. Further, if the Event of Default results from an Act of Insolvency with respect to Seller or the Sponsor, then to the extent Seller controls or is entitled to control selection of the special servicer, Buyer may transfer such special servicing to an entity satisfactory to Buyer.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each TransactionUnless otherwise expressly provided herein, ownership of the Purchased Loans all amounts required to be paid or deposited by Borrower hereunder shall be transferred paid or deposited in accordance with the terms hereof no later than 2:00 p.m. (Charlotte, North Carolina time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to Buyer or its designee (including be received on the Custodian) against next Business Day. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the simultaneous transfer next following Business Day, and such extension of time shall in such case be included in the Purchase Price from Buyer computation of such payment. Amounts payable to Lender and not otherwise required to be deposited into an Account shall be deposited into an account of Lender. Borrower shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Lender’s account or the applicable Seller specified Waterfall Account. Amounts in writing by such Seller relating to such Transactionthe Waterfall Account may be invested at the direction of Lender in cash equivalents before they are distributed in accordance with Article 5. (b) On or before each Purchase Date for any Eligible Any Mortgage Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has Documents not delivered to Buyer an acceptable Trust Receipt. For the purposes of this AgreementLender or Custodian, the Purchased Loan File shall include the following documents (collectivelyas may be required herein, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement are and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller Borrower or its designee agent for the benefit of Buyer as the owner thereofLender. The applicable Seller Borrower or its designee agent shall maintain a copy of the Purchased Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not delivered to Buyer Lender or its designeeCustodian. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller Borrower or its designee agent is in a custodial capacity only at the will of Buyer Lender for the sole purpose of servicing assisting the related Purchased Loan, and such retention and possession Servicer with its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller Borrower or its designee is in a custodial capacity only. The agent shall be segregated on each Borrower’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller Borrower or its designee agent, and the books and records of each Borrower or its agent shall be marked appropriately to reflect clearly the sale security interest of the related Purchased Loan to BuyerLender and pledge thereof in accordance with Section 11.01(b) on a servicing-released basis. The applicable Seller Borrower or its designee (including the Custodian) agent shall release its custody of the Purchased Mortgage Loan File Documents only in accordance with written instructions from BuyerLender, unless such release is required as incidental to the servicing of the Purchased Loans, Pledged Mortgage Loans by Servicer or is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all repayment of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence Secured Obligations in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuingsuch Pledged Mortgage Loan by Borrower, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in each case in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer: Account No. 00000000, for the account of MLMCI Match Book, Bankers Trust Co., N.Y., ABA No. 000-000-000, not later than 5:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of the applicable Seller specified in writing (or as otherwise directed by such Seller the Seller): Account No. 0000000, for the account of HomeBanc Payoff Account, Bank One, ABA No. 000000000, Attn: Xxxxx Xxxxxxxxx, not later than 5:00 p.m. New York City time, simultaneously with the delivery to the Buyer of the Purchased Mortgage Loans relating to such each Transaction. With respect to the Purchased Mortgage Loans being sold by a Seller on a Purchase Date, the Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds hereunder shall be in immediately available funds. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation. Seller, simultaneously with the delivery to the Buyer or its designee (including the Custodian) of the Purchased Mortgage Loans relating to such Transactioneach Transaction hereby sells, transfers, conveys and assigns to Buyer or its designee (including the Custodian) without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related insurance policies. Upon transfer of the Mortgage Loans to Buyer as set forth in Paragraph 3(a) of this Agreement and until termination of any Transactions as set forth in this Agreement, record title in the name of Seller to each Mortgage Loan shall be retained by Seller in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans by Seller in accordance with Section 25 hereof. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered and released to Custodian Buyer or its designee (with an electronic copy including the Custodian), prior to Buyer's purchase therefor, (i) a fully completed and signed Custodial Delivery in with respect to each Commercial Mortgage Loan, the form original documents listed below pertaining to each of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and Mortgage Loans identified in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after delivered therewith; and (ii) with respect to each Non-Conforming Residential Mortgage Loan, all documents constituting the Mortgage File in its possession and pertaining to each of the Purchase Date thereforMortgage Loans identified in the Custodial Delivery delivered therewith, Buyer may, but at the very least shall consist of the items listed in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five subsections (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(ci), the “Purchased Loan File”):(iii), (v), (vi) (xiv) and (xv), below (each, a "MORTGAGE FILE"). (i) the original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of , without recourse" and signed in the name of the Seller by an authorized officer (in the event that the Mortgage Loan was acquired in a merger, the signature must be in the following form: "[owner], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[owner], formerly known as [previous name]"; (ii) an the original or copy of any loan agreement and any guarantee executed in connection with the Mortgage NoteNote (if any); (iii) an the original or a copy of the Mortgage with evidence of recordation, recording thereon or submission copies certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (iv) the originals or copies of all assumption, modification, consolidation or extension agreements agreements, with evidence of recordation, recording thereon or submission copies certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (v) an the original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Assignment Documents Seller; in Blankthe event that the Mortgage Loan was acquired in a merger, the signature must be in the following form: "[owner], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[owner], formerly known as [previous name]"; (vi) the originals or copies of all intervening assignments of mortgage that complete the chain of ownership from the original owner to the Seller, with evidence of recordation, recording thereon or submission copies certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (vii) the original fire and casualty insurance policy covering the mortgaged property which is an amount at least equal to the outstanding principal balance of the Mortgage Loan, as well as the original insurance against flood hazards if the Mortgaged Property is an area identified by the Federal Emergency Management Agency as having special flood hazards; (viii) with respect to any Mortgage Loan that has been outstanding for five (5) years or less, an appraisal of the related mortgaged property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the originator of the Mortgage Loan; (ix) the original Assignment of Leases and Rents, if any, with evidence of recording thereon, in form and substance acceptable for recording; (x) the originals of all intervening assignments of Assignment of Leases and Rents that complete the chain of ownership from the original owner to the Seller, executed by the Seller with assignee in blank, in form and substance acceptable for recording and signed in the name of the Seller; (xi) a copy of the UCC-1 Financing Statement, certified as true and correct by the Seller or recording agent, stating Seller as Secured Party, together with an assignment of UCC-1 executed by Seller with the secured party in blank, but if the UCC-1 does not name "Seller" as the secured party, the Mortgage File shall contain all intervening assignments that complete the chain of assignment from the original secured party to the Seller, and, if provided, a UCC-3 Continuation Statement; (xii) attorney’s 's opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked preliminary title report, binder or commitment to issue the same (or irrevocable signed pro forma policy)insure; (viiixiii) an the original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by MortgagorMortgage; (xiv) Mortgagor’s certificate or title affidavit (if any) with respect to each Non-Conforming Mortgage Loan, the extent in the applicable Seller’s possession of in the possession original of any Affiliate lost note affidavit duly executed and containing a copy of such Sellerthe original Mortgage Note; (xv) with respect to each Non-Conforming Mortgage Loan, in the case of participation interests, a survey of the Mortgaged Property as accepted participation certificate, together with an assignment executed by the title company participant for issuance the benefit of an assignee in blank, and a schedule which contains the Title Policyfollowing information: mortgagor name; unpaid principal balance; participation percentage; gross coupon; net note rate; servicing fee; date to which interest has been paid; accrued interest; maturity date (if available); (xvi) originals either a Seller Release or copies of all of all legal opinions;a Warehouse Lender Release from any Warehouse Lender having a security interest in a Mortgage Loan, as appropriate; and (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side lettersitem which may constitute part of the Mortgage File. (cd) From time to time, Sellers shall forward Prior to the Custodian additional original documents or additional documents evidencing any assumptionfirst Transaction, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer the following which shall be held in escrow by the Buyer until the termination of this Agreement or the occurrence of an Event of Default: (i) a true copy thereof. The applicable Seller shall deliver fully executed power of attorney substantially in the form of Exhibit III attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to complete and record the Assignment of Mortgage, complete the endorsement of the Mortgage Note and take such other steps as may be necessary or cause desirable to be delivered enforce Buyer's rights against such original documents Mortgage Loans, the related Mortgage Files and the Servicing Records; (ii) a fully executed irrevocable letters of instructions to Servicers or Master Servicers, substantially in the Custodian promptly when they are receivedform of Exhibit IV attached hereto, directing such Servicers or Master Servicer to make all payments of Income directly to Buyer; and (iii) a fully executed Assignment of Takeout, substantially in the form of Exhibit VI attached hereto, directing such Takeout Investor (i) to accept delivery of the Mortgage Loans subject thereto from Buyer and (ii) to pay Buyer the purchase price for the Mortgage Loans set forth in the Takeout Commitment. (de) The Buyer may deposit the Mortgage Files representing the Purchased Mortgage Loans, or direct that the Mortgage Files be deposited directly, with a designee acting in the capacity of bailee for the Buyer. If the Mortgage Files are delivered to Buyer or its designee, Buyer or its designee shall during the term of this Agreement exercise reasonable and prudent care in the maintenance thereof. If the Mortgage Loan File Documents are delivered to Custodian, the Mortgage Files shall be maintained in accordance with the Custodial Agreement. The Seller understands and agrees that the Custodian shall have no responsibility to the Seller, including without limitation any responsibility to keep the Seller informed of any changes in the status of such Mortgage Files or in the Buyer's instructions with respect thereto, except as explicitly set forth in the Custodial Agreement. (f) Any document that is part of the Purchased Loan File that is Mortgage Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of the Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage File and the originals of the Purchased Loan Mortgage File not delivered to Buyer or its designeedesignee (including the Custodian). The possession of the Purchased Loan Mortgage File by the applicable Seller or its designee is at the will of the Buyer for the sole purpose of servicing the related Purchased Mortgage Loan, and such retention and possession by such the Seller or its designee is in a custodial capacity only. The Each Mortgage File retained or held by the Seller or its designee shall be segregated on the Seller's books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee and the books and records of the Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Mortgage Loan to the Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage File only in accordance with written instructions from the Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Mortgage Loans or is in connection with a repurchase of any Purchased Mortgage Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSeller. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Seller hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. on the day when due in lawful money of the United States, in immediately available funds and without deduction, set–off or counterclaim to the Deal Agent’s Account and if not received before such time shall be deemed to be received on the next Business Day. The Seller shall, to the extent permitted by Applicable Law, pay to the Deal Agent as agent for the Secured Parties interest on any amounts not paid when due hereunder or under the Repurchase Documents at the Post Default Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, the Purchaser. All computations of interest and all computations of the Price Differential and other fees hereunder or under the Fee Letter shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed. All fees payable hereunder or under the Fee Letter shall accrue on the same basis as the CP Rate. Amounts payable to the Deal Agent as agent for the Secured Parties and not otherwise required to be deposited into the Collection Account shall be deposited into the Deal Agent’s Account. The Seller acknowledges that it has no rights in, no rights of withdrawal from and no rights to give notices or instructions regarding the Deal Agent’s Account, from the Collection Account or Homewood Interest Reserve. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of the Price Differential or any fee payable hereunder or under the Fee Letter, as the case may be. (c) If any Transaction requested by the Seller and approved in writing by the Deal Agent, pursuant to Section 2.2, 2.3 or Section 2.6, is not, for any reason, made or effectuated, as the case may be, on the date specified therefor, the Seller shall indemnify the Deal Agent, the Purchaser and any Secured Party against any reasonable loss, cost or expense incurred by the Deal Agent, the Purchaser and each Secured Party including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits, if any, in the reemployment of such funds in the manner determined by the Deal Agent in its sole discretion), or reasonable cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Deal Agent, the Purchaser or any Secured Party to fund or maintain such Transaction. For the avoidance of doubt, (i) if the Purchaser issues Commercial Paper Notes in reliance on a Confirmation executed by the Seller, which Confirmation is irrevocable, and the Transaction is not consummated on the date specified therefor for any reason (including the failure to receive a Trust Receipt or a Table Funded Trust Receipt, as applicable, in a timely manner), the Seller shall be responsible for the amounts referred to in the preceding sentence (including, without limitation, interest and Breakage Costs) in connection with the Purchaser’s repayment, holding or any other disposition of such Commercial Paper Notes and (ii) even if the Purchaser issues Commercial Paper Notes in reliance on an irrevocable Confirmation executed by the Seller, the Purchaser will not fund any Purchased Price until the conditions of this Agreement are satisfied, including, without limitation, the delivery to the Deal Agent of a Trust Receipt or Table Funded Trust Receipt, as applicable, as provided in Subsection 2.2(h) of this Agreement. (d) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to Buyer the Purchaser or its designee (including the Deal Agent or the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account the Seller not later than the end of the applicable Seller specified in writing by such Seller Business Day simultaneously with the delivery to the Custodian of the Purchased Assets relating to such Transactioneach Transaction in accordance with and subject to the provisions of Subsection 2.2(h). The Seller hereby sells, transfers, conveys and assigns to the Purchaser or its designee (including the Deal Agent or the Custodian) all the right, title and interest of the Seller in and to the Purchased Items together with all right, title and interest in and to the proceeds of any related Purchased Items. (be) On In connection with such sale, transfer, conveyance and assignment, (i) in the case of a Non–Table Funded Purchased Asset, on or before prior to each Purchase Date for any Eligible Loan that Date, and (ii) in the applicable Seller proposes case of a Table Funded Purchased Asset or Swingline Purchase, on or prior to sell to Buyer hereunderthe date and time specified in Subsections 2.2(d) and 2.2(h), such the Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) released to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer Purchaser or its designee (including the Custodian) (x) the Custodial Identification Certificate and (y) the documents identified in Section 3.1 of the Custodial Agreement. (f) Any Mortgage Asset Files not delivered to the Deal Agent or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer the Purchaser or its designee as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage Asset File and the originals of the Purchased Loan Mortgage Asset File not delivered to Buyer the Purchaser or its designeedesignee (including the Custodian). The possession of the Purchased Loan Mortgage Asset File by the applicable Seller or its designee is at the will of Buyer the Deal Agent for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such the Seller or its designee is in a custodial capacity only. The Each Mortgage Asset File retained or held by the Seller or its designee shall be segregated on the Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee, and the books and records of the Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyerthe Purchaser or its designee. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage Asset File only in accordance with written instructions from Buyerthe Deal Agent, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSeller. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer: MLBUSA Account No. 62030, for the account of MLBUSA Matchbook, Bankers Trust, ABA No. 000-000-000, cOpER id: 154787016, not later than 4:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). The Sellers acknowledge that they have no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of the applicable Sellers (or as otherwise directed by the Sellers): Account No. 023-821958, for the account of Encore Credit Corp., City National Bank, ABA No. 000000000. With respect to the Purchased Mortgage Loans being sold by a Seller specified on a Purchase Date, the Sellers hereby sell, transfer, convey and assign to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Sellers in writing by such Seller relating and to such Transactionthe Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller Sellers shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including Custodian the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds hereunder shall be in immediately available funds. (b) The Seller shall deliver to the Buyer a written funding certificate in the form of EXHIBIT IV attached hereto (a "FUNDING CERTIFICATE") one Business Day before the intended Purchase Date. On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans and related Collateral shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from as directed by Buyer. Seller, simultaneously with the delivery to Buyer to an account or its designee (including the Custodian) of the applicable Seller specified in writing by such Seller Purchased Mortgage Loans relating to such each Transaction, hereby sells, transfers, conveys and assigns to Buyer or its designee (including the Custodian) without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related insurance policies, assignments of rents and leases and hedging agreements and instruments. (bc) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderIn connection with such sale, such transfer, conveyance and assignment, Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered released to Buyer a Trust Receipt; providedor its designee (including the Custodian), that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) within two Business Day Days after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(cthe "MORTGAGE FILE"), pertaining to each of the “Purchased Loan File”):Mortgage Loans identified in the Custodial Delivery delivered therewith: (i) the original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of ____________, without recourse" and signed in the name of the last endorsee (the "LAST ENDORSEE") by an authorized officer (in the event that the Mortgage Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: "[the Last Endorsee], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[insert name of the Last Endorsee], formerly known as [previous name]"; (ii) an the original or copy of any loan agreement and any guarantee executed in connection with the Mortgage NoteNote (if any); (iii) the recorded original of the Mortgage, or in the event such original has not yet been received from the applicable recording office, a duplicate original of the Mortgage certified by an original or officer of the Seller as a true and correct copy of the Mortgage with evidence of recordation, or submission delivered for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (iv) originals or copies the recorded original of all assumption, modification, consolidation or extension agreements with evidence of recordationrespect to the Mortgage (if any), or submission for recordation, in the event such original has not yet been received from the appropriate governmental applicable recording office office, duplicate originals of all assumption, modification, consolidation or extension agreements with respect to the Mortgage (if any) certified by an officer of the jurisdiction where the Mortgaged Property is locatedSeller as a true and correct copy thereof delivered for recording; (v) an the original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Assignment Documents Last Endorsee (in Blankthe event that the Mortgage Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: "[insert name of the last Endorsee], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[insert name of the Last Endorsee], formerly known as [previous name]"; (vi) duplicate originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located(if any); (vii) an a duplicate original or copy of the attorney’s opinion assignment of title leases and abstract rents (if any); (viii) the original assignment of title assignment of leases and rents (if any), from Seller in blank, in form and substance acceptable for recording; (ix) originals of the file stamped and/or recorded UCC-1 Financing Statements or in the event such original has not yet been received from the applicable recording office, duplicate originals of such UCC-1 Financing Statements certified by an officer of the Seller as a true and correct copy thereof delivered for recording; (x) the original assignments of the UCC-1 Financing Statements in blank, in form and substance acceptable for filing; (xi) the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy), the preliminary title report, binder or commitment to insure; (viiixii) an a duplicate original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased LoanMortgage; (ixxiii) with respect to a Mortgage that does not allow the Mortgagor to self-insure, original binders and copies of related insurance policies with original insurance polices or certified copies thereof to be delivered within forty-five days of the related Purchase Date and with respect to all other Mortgages, original binders with respect to any insurance policies; (xiv) binders with respect to any insurance policies or similar agreements insuring against losses resulting from any failure by a lessee of the Mortgaged Property to make any payment to the Mortgagor as a result of a casualty or condemnation or otherwise; (xv) duplicate originals of any hedging agreement, instrument or confirmation as it relates to the Transaction; (xvi) an original assignment to the Buyer of any such hedging agreement or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be instrument in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinionsBuyer unless previously delivered pursuant to this Agreement; (xvii) originals any other documents, instruments or copies papers relating to the Mortgage Loans delivered by or on behalf of assignment of interest rate protection agreements;mortgagor; and (xviii) originals or copies an original of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are receivedLease Enhancement Policy. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the each Purchased Loans Mortgage Loan delivered by Sellers Seller to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power irrevocable letters of attorney instructions to the Servicer, substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorneyEXHIBIT III attached hereto. (fe) Unless an Event Buyer may deposit the Mortgage Files representing the Purchased Mortgage Loans, or direct that the Mortgage Files be deposited directly, with a designee acting in the capacity of Default shall have occurred and be continuingbailee for Buyer. If the Mortgage Files are delivered to Buyer or its designee, Buyer or its designee shall during the term of this Agreement exercise all voting reasonable and corporate rights with respect prudent care in the maintenance thereof. If the Mortgage Loan Files are delivered to Custodian, the Purchased Loans Mortgage Files shall be maintained in accordance with the applicable Custodial Agreement. Seller understands and agrees that the Custodian shall have no responsibility to Seller’s written instructions; provided, however, that Buyer shall not be required including without limitation any responsibility to follow keep Seller informed of any changes in the status of such Seller’s instructions concerning any vote Mortgage Files or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights 's instructions with respect to thereto, except as explicitly set forth in the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to Buyer as set forth in 10(b) below against the simultaneous transfer of the Purchase Price to the following account of Sellers: Account No. 2000028326560, for the account of Homebanc Mortgage Corp ML WH Settlement Account, Wachovia Bank, National Association, ABA No. 000000000 and approval of the release of such monies therefrom. Unless otherwise mutually agreed in writing, all transfers of funds to be made by Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account. Each Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer approval by the Buyer of the release of the Purchase Price from Buyer in accordance with the Wiring Instructions. With respect to an account of the applicable Purchased Mortgage Loans being sold by a Seller specified in writing by on a Purchase Date, such Seller relating hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of such TransactionSeller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required Mortgage Loans as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in this Repurchase Agreement and in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Subject to the terms and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Loans Assets and all rights thereunder shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation relating to such Transaction. Buyer will provide Seller with a power of attorney, substantially in the form attached as Exhibit IV-2 hereto, allowing Seller to administer, operate and service such Purchased Assets. Provided that no Event of Default shall have occurred and be continuing, the power of attorney shall be binding upon Buyer and Buyer’s successors and assigns. (b) On or before With respect to each Purchase Date for any Eligible Loan that the applicable Table Funded Purchased Asset, Seller proposes shall cause Bailee to sell deliver to Buyer hereunderby no later than 1:00 p.m. (New York time), such Seller shall deliver on the Purchase Date, by facsimile a true and complete copy of the related Mortgage Note or cause to be delivered to Custodian Participation Certificate (with an electronic copy to Buyer) a fully completed as applicable), the Insured Closing Letter and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto Escrow Instructions, if any, and the executed Bailee Agreement. In connection with the sale of each Purchased Loan FileAsset, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than 1:00 p.m. (New York time), two (2) Business Days prior to the related Purchase Date (or with respect to a Table Funded Purchased Asset not later than 1:00 p.m. (New York time) on the third (3rd) Business Day after following the related applicable Purchase Date so long as such Date), Seller causes an Acceptable Attorney shall deliver or cause Bailee to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic a copy to Buyer) and release to Custodian (together with the Custodial Delivery after Purchased Asset File Checklist), and shall cause Custodian to deliver a Trust Receipt on the Purchase Date therefor(or in the case of a Table Funded Purchased Asset, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five not later than two (52) Business Days after following the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For receipt by Custodian) confirming the purposes of this Agreementreceipt of, the Purchased Loan File shall include following original (or where indicated below, copied) documents, to the following documents extent applicable (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan FileAsset Documents”):), pertaining to each of the Purchased Assets identified in the Purchased Asset File Checklist delivered therewith: (i) With respect to each Purchased Asset, the following documents, as applicable and subject to Section 7(b)(ii) below: (A) The original Mortgage Note bearing all intervening endorsements;, endorsed “Pay to the order of _________ without recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an authorized Person of the Last Endorsee (in the event that the Purchased Asset was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Asset was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], [formerly known] or [doing business] as [previous name]”) or a lost note affidavit in a form reasonably approved by Buyer, with a copy of the applicable Mortgage Note attached thereto. (iiB) an The original or copy of any loan agreement and any guarantee guaranty, if any, executed in connection with the Mortgage Note;Purchased Asset. (iiiC) an The original or copy of the Mortgage with evidence of recordationrecording thereon, or submission a true and correct copy of the original that has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (ivD) The originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordationrecording thereon, or submission true and correct copies of the originals that have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (vE) an The original Assignment of Mortgage in blank for each Purchased Asset, in form and substance acceptable for recording and signed in the name of the Assignment Documents Last Endorsee (in Blank;the event that the Purchased Asset was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Asset was acquired or originated while doing business under another name, the signature must be in the following form: “[Last Endorsee], [formerly known] or [doing business] as [previous name]”). (viF) The originals or copies of all intervening assignments of mortgage (if any) with evidence of recordationrecording thereon, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;copies thereof. (viiG) an The original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policyTitle Policy or, or if the original mortgagee title insurance policy Title Policy has not been issued, a copy of the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy);same. (viiiH) an The original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan;Asset. (ixI) an The original or copy Assignment of the assignment of leases and rentsLeases, if any, with evidence of recordationrecording thereon, or submission a true and correct copy of the original that has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (xJ) The originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordationrecording thereon, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;copies thereof. (xiK) a A copy of the UCC financing statements statements, certified as true and correct by Seller, and all necessary UCC continuation statements with evidence of filing thereon or submission copies thereof together with evidence that such UCC financing or continuation statements have been sent for filing thereonfiling, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing;filing in the applicable jurisdictions. (xiiL) an The original environmental indemnity agreement or similar guaranty or indemnity, whether stand-alone or incorporated into the applicable loan documents (if any);. (xiiiM) a closing settlement statement executed by Mortgagor;The original omnibus assignment in blank or such other documents necessary and sufficient to transfer to Buyer all of Seller’s right, title and interest in and to the Purchased Asset (if any). (xivN) Mortgagor’s certificate or title affidavit A Survey of the Mortgaged Property (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy;. (xviO) originals or copies A copy of all of all legal opinions;servicing agreements and Servicing Records related to such Purchased Asset, which Seller shall deliver to Servicer (with a copy to Buyer). (xviiP) originals or copies A copy of the Mortgagor’s opinions of counsel. (Q) In the case of a Purchased Asset that is a Participation Interest, the original Participation Certificate evidencing such Participation Interest together with an assignment in blank. (R) In the case of a Purchased Asset that is a Participation Interest, the participation agreement and any other documents evidencing such Participation Interest. (S) An assignment of interest rate protection any management agreements; (xviii) originals or copies of any assignment of , permits, contracts and agreements; andother material agreements (if any). (xixT) originals Reports of UCC, tax lien, judgment and litigation searches as requested by Buyer, conducted by search firms reasonably acceptable to Buyer with respect to the Purchased Asset, Seller and the related underlying obligor, such searches to be conducted in each location Buyer shall reasonably designate and such reports reasonably satisfactory to Buyer. (U) The original or copies a copy of any the intercreditor or co-lender agreement (if any) executed in connection with the Purchased Asset to the extent the subject borrower, or an affiliate thereof, has encumbered its assets with senior, junior or similar financing, whether mortgage financing or mezzanine loan financing. (V) Copies of all documents relating to the formation and organization of the related obligor under such Purchased Asset, together with all consents and resolutions delivered in connection with such obligor’s obtaining such Purchased Asset. (W) All other material loan documentsdocuments and instruments evidencing, includingguaranteeing, but not limited insuring, securing or modifying such Purchased Asset, executed and delivered in connection with, or otherwise relating to, such Purchased Asset, including all documents establishing or implementing any post-closing agreements lockbox pursuant to which Seller is entitled to receive any payments from cash flow of the underlying real property. (ii) If Seller cannot deliver, or side letterscause to be delivered, any of the original documents and/or instruments required to be delivered as originals under the provisions above (excluding the Mortgage Note, an original of which must be delivered at the time required under the provisions above), Seller shall deliver a photocopy thereof and, unless waived by Buyer, an Officer’s Certificate of Seller certifying that such copy represents a true and correct copy of the original. Seller shall then, (A) use its commercially reasonable efforts to obtain and deliver the original document within one hundred eighty (180) days after the related Purchase Date (or such longer period after the related Purchase Date to which Buyer may consent in its sole discretion, so long as Seller is, as certified in writing to Buyer not less frequently than monthly, using its commercially reasonable efforts to obtain the original), (B) after the expiration of such commercially reasonable efforts period, deliver to Buyer a certification that states, despite Seller’s commercially reasonable efforts, Seller was unable to obtain such original document and (C) thereafter have no further obligation to deliver the related original document. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Buyer and as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an Officer’s Certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (dincluding Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit IV-1 attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to, during the continuance of an Event of Default, (i) complete and record any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note or Participation Certificate (as applicable) and (iii) take such other steps as may be necessary or desirable to enforce Buyer’s rights against any Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf of Buyer. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to the order of a court of competent jurisdiction. (d) On the date of this Agreement or Agreement, Buyer shall have received all of the payment in full following items and documents, each of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers satisfactory to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.substance:

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by any Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer at JPMorgan Chase Bank, N.A.: Account No. 100-0-00000, account name: BEAR SXXXXXX SECURITIES CO, FAO LIQUID FUNDING, ABA No. 000000000, not later than 3:00 p.m. New York time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Each Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an the following account of the Sellers (or as otherwise directed by the applicable Seller specified in writing by such Seller Seller): Account No. 113207592, for the account of HomeBanc Corp. or Account No.: 113397849, for the account of HomeBanc Mortgage Corporation, each at JPMorgan Chase Bank, National Association, ABA No. 000000000, Attn: Treasury Dept., not later than 5:00 p.m. New York City time, simultaneously with the delivery to the Buyer of the Purchased Mortgage Loans relating to such Transaction. (b) On or before each . With respect to the Purchased Mortgage Loans being sold by a Seller on a Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver hereby sells, transfers, conveys and assigns to Buyer or cause its designee without recourse, but subject to be delivered the terms of this Repurchase Agreement, all the right, title and interest of such Seller in and to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III Purchased Mortgage Loans together with all attachments right, title and schedules thereto interest in and to the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect proceeds of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “related Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side lettersAssets. (c) From time In connection with such sale, transfer, conveyance and assignment, on or prior to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documentseach Purchase Date, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered and released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Buyer or its designee (including interest in connection with any amounts not paid when due under the Custodian) against Repurchase Documents, which interest shall be calculated at a rate equal to the simultaneous transfer of Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Purchase Price from Buyer to Waterfall Account shall be deposited into an account of Buyer as directed by Bxxxx in writing. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Bxxxx’s account or the applicable Seller specified in writing by such Seller relating to such TransactionWaterfall Account or any Collection Account. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Any Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian on the Custodian) relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof until so delivered to Buyer or Custodian. The applicable Seller or its designee agent shall maintain a copy of the such Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Servicer with its duties under the Servicing Agreement. Each Purchased Loan, and such retention and possession Asset Document retained or held by such or on behalf of Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds hereunder shall be in immediately available funds. (b) On or before each Purchase Date, Seller shall deliver or cause to be delivered to Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit II. (c) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller the Confirmation. Seller, simultaneously with the delivery to Buyer or its designee (including the Custodian) of the Purchased Mortgage Loans relating to such Transactioneach Transaction hereby sells, transfers, conveys and assigns to Buyer or its designee (including the Custodian) without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related insurance policies. (bd) On In connection with each sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible with respect to each Mortgage Loan that which is not a Wet Ink Mortgage Loan (or with respect to item (vii) below within seven Business Days after the applicable Seller proposes to sell to Buyer hereunderPurchase Date), such the Seller shall deliver or cause to be delivered and released to the Custodian the following original documents (with an electronic copy collectively the "MORTGAGE FILE"), pertaining to Buyer) a fully completed and signed Custodial Delivery in the form each of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and Mortgage Loans identified in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):therewith: (i) the original Mortgage Note bearing all intervening endorsementsendorsements (or allonges), endorsed "Pay to the order of ________, without recourse" and signed in the name of the last endorsee (the "LAST ENDORSEE") by an authorized officer (in the event that the Mortgage Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: "[the Last Endorsee], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[the Last Endorsee], formerly known as [previous name]"); (ii) an the original or copy of any loan agreement and any guarantee executed in connection with the Mortgage NoteNote (if any); (iii) an the original or copy of the Mortgage with evidence of recordation, recording thereon or submission a copy certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (iv) the originals or copies of all assumption, modification, consolidation or extension agreements agreements, with evidence of recordation, recording thereon or submission copies certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (v) an the original assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Assignment Documents Last Endorsee (in Blankthe event that the Mortgage Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: "[the Last Endorsee], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[the Last Endorsee], formerly known as [previous name]"); (vi) the originals or copies of all intervening assignments of mortgage with evidence of recordation, recording thereon or submission copies certified by Seller to have been sent for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is locatedrecording; (vii) an the original or copy of the attorney’s opinion policy of title and abstract of title insurance or the original mortgagee title insurance policya true copy thereof or, or if the original mortgagee title insurance such policy has not yet been issueddelivered by the insurer, the irrevocable marked commitment or binder to issue the same (or irrevocable signed pro forma policy);same; and (viii) an the original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement Mortgage (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (ce) From time to timeIn connection with each sale, Sellers shall forward transfer, conveyance and assignment, on or prior to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance seventh Business Day following each Purchase Date with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents each Mortgage Loan which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time requiredis a Wet Ink Mortgage Loan, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are receiveda complete Mortgage File. On the date on which the Buyer receives a Trust Receipt from the Custodian certifying that a complete Mortgage File with respect to a Wet Ink Mortgage Loan is in the possession of the Custodian, such Wet Ink Mortgage Loan be deemed a standard Mortgage Loan (and no longer a Wet Ink Mortgage Loan) for all purposes hereunder, including, without limitation, determination of the Pricing Spread and compliance with subsection (zz) of Exhibit V. (f) With respect to each Mortgage Loan delivered by Seller to Buyer or its designee (including the Custodian), Seller shall have executed an omnibus power of attorney substantially in the form of Exhibit III attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to complete and record the assignment of Mortgage, complete the endorsement of the Mortgage Note and take such other steps as may be necessary or desirable to enforce Buyer's rights against such Mortgage Loans, the related Mortgage Files and the Servicing Records. (dg) Buyer shall deposit the Mortgage Files representing the Purchased Mortgage Loans, or direct that the Mortgage Files be deposited directly, with the Custodian. The Purchased Loan File Mortgage Files shall be maintained in accordance with the Custodial Agreement. . (h) Any document that is part of the Purchased Loan File that is Mortgage Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage File and the originals of the Purchased Loan Mortgage File not delivered to Buyer or its designee. The possession of the Purchased Loan Mortgage File by the applicable Seller or its designee is at the will of the Buyer for the sole purpose of servicing the related Purchased Mortgage Loan, and such retention and possession by such the Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Mortgage Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Mortgage Loans or is in connection with a repurchase of any Purchased Mortgage Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeeSeller. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans Asset shall be transferred to Buyer Administrative Agent or its designee (including the Custodian) ), on behalf of Buyers, against the simultaneous transfer of the Purchase Price from Buyer in immediately available funds to an account of the applicable Seller or, at Seller’s option, an Acceptable Attorney pursuant to an escrow letter or other undertaking approved by Administrative Agent, in its sole discretion, specified in writing by such Seller the Confirmation relating to such TransactionTransaction (other than for U.S. federal, state and local and foreign income and franchise Tax purposes as more fully described in Article 21(g)). (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered the Purchased Asset File to the Custodian in accordance with the Custodial Agreement or to one or more Acceptable Attorneys, each pursuant to a Bailee Letter, whereby the named bailee shall hold the originals of the Purchased Asset Files on behalf of Administrative Agent in accordance with the Bailee Letter or Custodial Agreement until such time as bailee delivers the Purchased Asset File to the Custodian and shall cause the applicable Release Letter to be delivered to the Custodian (or Bailee, as applicable). Subject to Article 7(c), in connection with an electronic copy each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together each Purchase Date with all attachments and schedules thereto and the respect to such Purchased Loan FileAsset, and in respect thereof, Custodian Seller shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered and released to Custodian (with an electronic Administrative Agent a copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long or original of each document as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, specified in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include Asset File, pertaining to each of the following documents (collectivelyPurchased Assets relating to each Transaction, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed other documentation in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate respect of such Seller; (xv) a survey of the Mortgaged Property as accepted Purchased Asset requested by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permitsAdministrative Agent, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, in Administrative Agent’s sole but not limited to, any post-closing agreements or side lettersgood faith discretion. (c) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents on behalf of Administrative Agent, on behalf of Buyers, and as Buyer Administrative Agent, on behalf of Buyers, shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer Administrative Agent, on behalf of Buyers, a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. . With respect to all of the Purchased Assets delivered by Seller to Administrative Agent, on behalf of Buyers, or its designee (dincluding Custodian), Seller shall execute an omnibus Power of Attorney to Administrative Agent, on behalf of Buyers, substantially in the form of Exhibit IV attached hereto, irrevocably appointing Administrative Agent, on behalf of Buyers, its attorney-in-fact with full power to (i) complete and record any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note, Mezzanine Note, limited liability company membership certificate or Participation Certificate (as applicable) and (iii) take such other steps as may be necessary or desirable to enforce Administrative Agent, on behalf of Buyers, rights against any Purchased Assets and the related Purchased Asset Files and the Servicing Records. Administrative Agent, on behalf of Buyers, shall deposit the Purchased Asset Files representing the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf of Administrative Agent, on behalf of Buyers. The Purchased Loan File Asset Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan Asset File that is not delivered to Buyer Administrative Agent, on behalf of Buyers, or its designee (including the Custodian) is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer Administrative Agent, on behalf of Xxxxxx, as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Asset File and the originals of the Purchased Loan Asset File not delivered to Buyer Administrative Agent, on behalf of Buyers, or its designee. The possession of the Purchased Loan Asset File by the applicable Seller or its designee is at the will of Buyer Administrative Agent, on behalf of Buyers, for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale transfer, subject to the terms and conditions of this Agreement, of the related Purchased Loan Asset to BuyerAdministrative Agent, on behalf of Buyers. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Asset File only in accordance with written instructions from BuyerAdministrative Agent, on behalf of Buyers,, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan is pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt order of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designeecourt of competent jurisdiction. (ed) With respect Administrative Agent hereby grants to all of Seller a revocable option to vote, take corporate actions and exercise any rights in connection with the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian)Assets, each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an so long as no Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have has occurred and be is continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer and subject to the provisions of the Purchased Asset Documents, upon notice from Administrative Agent to Seller, the revocable option discussed above shall automatically terminate and thereafter, for so long as such Event of Default exists, Administrative Agent shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans Assets without regard to the applicable Seller’s instructionsinstructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Administrative Agent may transfer any or all of such servicing to an entity satisfactory to Administrative Agent). (e) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit any security trustee, Primary Servicer or any other servicer of any Purchased Asset to consent to any Significant Modification relating to the Purchased Assets without the prior written consent of Administrative Agent, which consent shall be in Administrative Agent’s sole discretion.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer, in accordance with the wiring instructions set forth on Schedule 2 hereto, not later than 3:00 p.m., New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Each Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Loans Assets shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from by Buyer to an account Seller, in accordance with the wiring instructions set forth on Schedule 2 hereto, not later than 6:00 p.m., New York City time, simultaneously with the delivery by the Custodian to the Buyer of the Trust Receipts with respect to the Purchased Assets relating to each Transaction. The applicable Seller specified in writing by hereby sells, transfers, conveys and assigns to Buyer or its designee (including the Custodian), subject to the terms of this Agreement, all the right, title and interest of such Seller relating in and to such Transactionthe Purchased Assets together with all right, title and interest in and to the proceeds of any related Purchased Items. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller Sellers shall deliver or cause to be delivered and released to Custodian Buyer or its designee (with an electronic copy to Buyerincluding the Custodian) a fully completed and signed Custodial Delivery the documents identified in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Mortgage Asset Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan Mortgage Asset File and the originals of the Purchased Loan Mortgage Asset File not delivered to Buyer or its designeedesignee (including the Custodian). The possession of the Purchased Loan Mortgage Asset File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased LoanAsset, and such retention and possession by such Seller or its designee is in a custodial capacity only. The Each Mortgage Asset File retained or held by the applicable Seller or its designee shall be segregated on such Seller's books and records, to the extent possible, from the other assets of such Seller or its designee and the books and records (including, without limitation, any computer records or tapes) of the applicable such Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan Mortgage Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by the Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to the Buyer at the following account maintained by the Buyer: Account No. 00000000, for the account of Xxxxxxx Xxxxx Mortgage Company; Citibank, N.A., New York, ABA No. 02100089, Attn: Xxxx Xxxxxxxx and Xxxx Xxxxxx, not later than 3:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Each Seller acknowledges that it has no rights of withdrawal from the foregoing account. (b) On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to the Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer (i) to an the following account of the applicable Sellers (or as otherwise directed by the Sellers) with respect to Mortgage Loans other than TPO Mortgage Loans, Account No. [Music Xxxxxxx] 00000000, for the account of [Music Xxxxxxx] New Century Operating Account Deutsche Bank National Trust Company, ABA No. [Music Xxxxxxx] 000000000, Attn: [Music Xxxxxxx] Xxxx Xxxx, not later than [Music Xxxxxxx] 4:30 p.m. New York City time, and (ii) with respect to TPO Mortgage Loans, as set forth in the TPO Account Control Agreement, in each case, simultaneously with the delivery to the Buyer of the Purchased Mortgage Loans relating to each Transaction.. With respect to the Purchased Mortgage Loans being sold by a Seller specified in writing by on a Purchase Date, such Seller relating hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of such TransactionSeller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. (bc) On In connection with such sale, transfer, conveyance and assignment, on or before prior to each Purchase Date for any Eligible Loan that Date, the applicable Seller proposes to sell to Buyer hereunder, such Seller Sellers shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered released to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee Mortgage File for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Mortgage Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of Master Seller (for the benefit of the applicable Seller Series Seller) specified in writing by such Seller the Confirmation relating to such Transaction of the difference between (i) the Purchase Price for the Purchased Loan(s) minus (ii) any and all fees, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements payable to Buyer pursuant to Section 27 or Section 30(d) in connection with such Transaction. (b) On or before each such Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunderDate, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit IV. In connection with each sale, transfer, conveyance and assignment of Exhibit III together a Purchased Loan, on or prior to each Purchase Date with all attachments and schedules thereto and the respect to such Purchased Loan FileLoan, and in respect thereof, Custodian Seller shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered and released to the Custodian, and shall cause the Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter a Trust Receipt on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date thereforconcerning the receipt of, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”):) pertaining to each of the Purchased Loans identified in the Custodial Delivery delivered therewith; provided, that Seller shall deliver a certificate of an Authorized Representative of Seller certifying that any copies of documents delivered represent true and correct copies of the originals of such documents: (i) the The original Mortgage Note (and if applicable, one or more allonges) bearing all intervening endorsements;, endorsed “Pay to the order of _________ without recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (ii) an An original or copy of any loan agreement and any each guarantee executed in connection with the Mortgage Note;Note (if any). (iii) an The original or copy of the Mortgage with evidence of recordationrecording thereon, or submission a copy thereof together with an officer’s certificate of Seller certifying that such represents a true and correct copy of the original and, that such original has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (iv) The originals or copies of all assumption, modification, consolidation or extension of mortgage agreements (if any) with evidence of recordationrecording thereon, or submission copies thereof together with an officer’s certificate of Seller certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (v) an The original Assignment of Mortgage in blank for each Purchased Loan, in form and substance acceptable for recording in the relevant jurisdiction, and in form and substance otherwise acceptable to Buyer and signed in the name of the Assignment Documents Last Endorsee (in Blank;the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan was acquired or originated while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (vi) The originals or copies of all intervening assignments of mortgage (if any) with evidence of recordationrecording thereon, or submission copies thereof together with an officer’s certificate of Seller certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (vii) an The original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed binding pro forma policy);policy attached to the Purchased Loan closing escrow letter. (viii) an The original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan;Loan (if any). (ix) an The original or copy of the assignment of leases and rents, if any, with evidence of recordationrecording thereon, or submission a copy thereof together with an officer’s certificate of Seller, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation, from recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (x) The originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located;. (xi) a A copy of the UCC financing statements stamped with the filing and/or recordation information from the applicable recording office, and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blankassignments, which UCC assignments shall be in form and substance acceptable for filing;. (xii) an An environmental indemnity agreement (if any);. (xiii) a closing settlement statement executed by Mortgagor;An omnibus assignment in blank (if any). (xiv) For any Senior Interest which is a Participation Interest, the original participation certificate evidencing such Senior Interest endorsed “Pay to the order of ______ without recourse” and signed in the name of the Last Endorsee by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Senior Interest was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: “[Last Endorsee], formerly known as [previous name]”). (xv) For any Senior Interest, the original or a copy of the participation agreement or co-lender agreement, as applicable, and all other Senior Interest Documents executed in connection with the Senior Interest. (xvi) for any Senior Interest, the original Senior Interest Side Letter, if applicable. (xvii) The original or a copy of the intercreditor or co-lender agreement (if any) executed in connection with the Purchased Loan to the extent the subject borrower, or an affiliate thereof, has encumbered its assets with mezzanine or other subordinate financing in addition to the Purchased Loan. (xviii) Mortgagor’s certificate or title affidavit (if any) ), to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller;possession. (xvxix) a A survey of the Mortgaged Property (if any) as accepted by the title company for issuance of the Title Policy;mortgagee title policy. (xvixx) originals or copies A copy of all the Mortgagor’s, and (if applicable) any guarantor’s, opinion of all legal opinions;counsel (if any). (xviixxi) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any An assignment of permits, contracts and agreements; andagreements (if any). (xixxxii) originals The original of all letters of credit issued and outstanding in connection with such Purchased Loan, with any modifications, amendments or copies endorsements necessary to permit Buyer to draw upon them when and if it is contractually permitted to do so pursuant to this Agreement (if any). (xxiii) Copies of all documents and agreements evidencing and/or relating to any other material loan documents, including, but not limited to, any post-closing agreements applicable Approved Hedging Transaction together with a duly executed assignment thereof from Seller (or side lettersthe Affiliate of Seller that is party to such Approved Hedging Transaction) to Buyer in form and substance reasonably acceptable to Buyer. (c) In addition, with respect to each Purchased Loan, Seller shall deliver an instruction letter from Seller to the borrower under each Purchased Loan and/or to the sub-servicer with respect to each Purchased Loan, instructing the borrower and/or to the sub-servicer, as applicable, to remit all sums required to be remitted to the holder of the Purchased Loan under the related Purchased Loan Documents to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed in a written notice signed by Seller and Buyer. If the borrower under any Purchased Loan remits any sums required to be remitted to the holder of such Purchased Loan under the related Purchased Loan Documents to Seller or its Affiliate, Seller shall, within one (1) Business Day after receipt thereof, (i) remit such sums (other than Underlying Purchased Loan Reserves) to the Depository for deposit in the Cash Management Account as set forth in Section 5(b) hereof or as otherwise directed in the written notice signed by Seller and Buyer, and (ii) deliver (or cause Servicer to deliver) an additional instruction letter from Seller or Servicer, as applicable, to the borrower under the applicable Purchased Loan, instructing the borrower to remit all sums required to be remitted to the holder of the Purchased Loan under the related Purchased Loan Documents to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed in a written notice signed by Seller and Buyer. (d) From time to time, Sellers Seller shall forward to the Custodian additional original documents or additional copies of documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer Custodian shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan Filetime. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereofthereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian Buyer or its designee promptly when they are received. . With respect to all of the Purchased Loans delivered by Seller to Buyer or its designee (dincluding the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to, during the continuance of an Event of Default, (i) complete and record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage Note and (iii) take such other steps as may be reasonably necessary or desirable to enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records. Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or direct that the Purchased Loan Files be deposited directly, with the Custodian. The Purchased Loan File Files shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is Files not delivered to Buyer or its designee (including the Custodian) are and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File Files not delivered to Buyer or its designee. The possession of the Purchased Loan File Files by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File Files only in accordance with written instructions from BuyerBuyer and in accordance with the provisions of the Custodial Agreement, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer Seller shall exercise all voting voting, consent, corporate and corporate decision-making rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; providedLoans, however, provided that Buyer Seller shall not be required enter into any amendment or modification, or grant any waivers under, the Purchased Loan Documents for any Purchased Loan, to follow the extent that such Seller’s instructions concerning any vote amendment, modification or corporate right if doing so wouldwaiver constitutes a Significant Modification with respect to such Purchased Loan, in without Buyer’s reasonable business judgmentprior written consent thereto, which consent may be inconsistent with given or result withheld by Buyer in any violation of any provision of the Transaction Documents or any Requirement of Lawits sole and absolute discretion. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting voting, consent, corporate, and corporate decision-making rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.

PAYMENT, TRANSFER AND CUSTODY. (a) On Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Pledgor, Guarantor, Servicer or any other Person under the Purchase Date for each Transaction, ownership of the Purchased Loans Repurchase Documents shall be transferred paid or deposited in accordance with the terms thereof no later than 3:00 p.m. on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time, shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents (including any Repurchase Obligations) shall be stated to be due on a day other than a Business Day, such payment shall be made on the preceding Business Day. Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer interest in connection with any amounts not paid when due under the Repurchase Documents, which interest shall be calculated at a rate equal to the Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Waterfall Account or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to Servicer Account, as applicable, shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account, the applicable Seller specified Servicer Account or the Waterfall Account other than, in writing by the case of the Waterfall Account only, the right if any to receive residual amounts from such Seller relating account as and to such Transactionthe extent expressly provided in Section 5.02 of this Agreement. (b) On or before each Purchase Date for any Eligible Any Mortgage Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including Custodian under the Custodian) Custodial Agreement are and shall be held in trust by the applicable Seller or its designee agent for the benefit of Buyer as the owner thereofthereof and, to the extent such Mortgage Loan Documents are required to be delivered to Custodian under the Custodial Agreement, such Mortgage Loan Documents shall be promptly delivered to Custodian in accordance with the terms and conditions of the Custodial Agreement. The applicable Seller or its designee agent shall maintain a copy of the Purchased Mortgage Loan File Documents and the originals of the Purchased Mortgage Loan File Documents not required to be delivered to Buyer or its designeeCustodian under the terms of the Custodial Agreement. The possession of the Purchased Mortgage Loan File Documents by the applicable Seller or its designee agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting Servicer with the related Purchased Loan, and such retention and possession performance of its duties under the Servicing Agreement. Each Mortgage Loan Document retained or held by such Seller or its designee is in a custodial capacity only. The agent shall be segregated on Seller’s books and records (including, without limitation, any computer records or tapes) from the other assets of the applicable Seller or its designee agent, and the books and records of Seller or its agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerCHAR1\1716309v16 Buyer on a servicing-released basis. The applicable Seller or its designee (including the Custodian) agent shall release its custody of the Purchased such Mortgage Loan File Document only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Assets or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSeller, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; providedCustodial Agreement. Whenever any expiration or termination date shall occur on a day other than a Business Day, however, that Buyer such expiration or termination day shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of occur on the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsimmediately preceding Business Day.

PAYMENT, TRANSFER AND CUSTODY. (a) On the Purchase Date for each TransactionUnless otherwise expressly provided herein, ownership of the Purchased Loans all amounts required to be paid or deposited by Sellers hereunder shall be transferred paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Amounts payable to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer and not otherwise required to be deposited into an Account shall be deposited into an account of Buyer. Sellers shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the applicable Seller specified Waterfall Account. Amounts in writing by such Seller relating to such Transactionthe Waterfall Account may be invested at the direction of Buyer in cash equivalents before they are distributed in accordance with Article 5. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Any Asset Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) , as may be required herein, are and shall be held in trust by the applicable Seller Sellers or its designee their agent for the benefit of Buyer as the owner thereof. The applicable Seller Sellers or its designee their agent shall maintain a copy of the Purchased Loan File Asset Documents and the originals of the Purchased Loan File Asset Documents not delivered to Buyer or its designeeCustodian. The possession of the Purchased Loan File Asset Documents by the applicable Seller Sellers or its designee their agent is in a custodial capacity only at the will of Buyer for the sole purpose of servicing assisting the related Purchased Loan, Servicer with its duties under the Servicing Agreement. Each Asset Document retained or held by Sellers or their agent shall be segregated on each Seller’s books and such retention and possession by records from the other assets of such Seller or its designee is in a custodial capacity only. The agent, and the books and records (including, without limitation, any computer records or tapes) of the applicable each Seller or its designee agent shall be marked appropriately to reflect clearly the sale of the related Purchased Loan Asset to BuyerBuyer and with respect to the Purchased Mortgage Loans and Underlying Mortgage Loans, the sale or pledge in accordance with Section 11.01(b), respectively, to Buyer thereof on a servicing-released basis. The applicable Each Seller or its designee (including the Custodian) related agent shall release its custody of the Purchased Loan File Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, Mortgage Loans and Underlying Assets by Servicer or is in connection with a repurchase of any Purchased Loan Asset by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicableSellers, in either each case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructionsCustodial Agreement.