Common use of Purchase of the Senior Notes By Note B Holder Clause in Contracts

Purchase of the Senior Notes By Note B Holder. Each Note B Holder shall have the right, by written notice to each Senior Note Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the B Note Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the delivery of the Noteholder Purchase Notice to each Senior Note, each Senior Note Holder shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Note A-1-1 Holder. In the event that the Note B Holder’s shall fail to purchase the Senior Note on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have the right to purchase the Senior Notes under this Section 12. The Note B Holder agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-1-1 Holder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to each Senior Note Holder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, each Senior Note Holder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation which will assign the applicable Senior Notes and the Mortgage Loan Documents without recourse, representations or warranties (except each Senior Note Holder will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase the Senior Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1-1 Holder shall give the Note B Holder ten (10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Note A-1-1 Holder shall notify the Note B Holder of such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1-1 Holder to deliver the Noteholder Purchase Notice to each Senior Note Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the Senior Notes by the Note B Holder shall be free and clear of any liens.

Purchase of the Senior Notes By Note B Holder. Each The Note B Holder shall have the right, by written notice to each Senior Note Holder Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note B Note Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the delivery of the Noteholder Purchase Notice to each Senior Note, each Senior Note Holder Noteholder shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) days and not more than thirty sixty (3060) days after the date of the Noteholder Purchase Notice, as shall be mutually established by the Lead Securitization Noteholder and the Note A-1-1 B Holder. In the event that the Note B Holder’s shall fail to purchase the Senior Note on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have the right to purchase the Senior Notes under this Section 1212 (other than as a result of any failure to consummate such purchase on the part of a Senior Noteholder or as a result of the conditions giving rise to such purchase ceasing to exist prior to the Defaulted Note Purchase Date). The Note B Holder agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-1-1 Holder Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to each Senior Note Holder Noteholder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, each Senior Note Holder Noteholder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation which will assign the applicable Senior Notes and the Mortgage Loan Documents without recourse, representations or warranties (except each Senior Note Holder Noteholder will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase the Senior Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1-1 Holder Lead Securitization Noteholder shall give the Note B Holder ten (10) days’ prior written notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Note A-1-1 Holder Lead Securitization Noteholder shall notify the Note B Holder of such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1-1 Holder Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to each Senior Note HolderNoteholder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the Senior Notes by the Note B Holder shall be free and clear of any liens.

Purchase of the Senior Notes By Note B Holder. Each Notwithstanding anything to the contrary in this Agreement, for so long as Note B is included in the Lead Securitization or is held by BANA (or an Affiliate of BANA), the provisions of this Section 12 shall not have any force or effect. The Note B Holder shall have the right, by written notice to each Senior Note Holder Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note B Note Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the delivery of the Noteholder Purchase Notice to each Senior Note, each Senior Note Holder Noteholder shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Note A-1-1 HolderLead Securitization Noteholder. In the event that the Note B Holder’s shall fail to purchase the Senior Note on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have the right to purchase the Senior Notes under this Section 12. The Note B Holder agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-1-1 Holder Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to each Senior Note Holder Noteholder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, each Senior Note Holder Noteholder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation which will assign the applicable Senior Notes and the Mortgage Loan Documents without recourse, representations or warranties (except each Senior Note Holder Noteholder will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase the Senior Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1-1 Holder Lead Securitization Noteholder shall give the Note B Holder ten (10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Note A-1-1 Holder Lead Securitization Noteholder shall notify the Note B Holder of such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1-1 Holder Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to each Senior Note HolderNoteholder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the Senior Notes by the Note B Holder shall be free and clear of any liens.

Purchase of the Senior Notes By Note B Holder. Each Notwithstanding anything to the contrary in this Agreement, for so long as Note B is included in the Lead Securitization, the provisions of this Section 12 shall not have any force or effect. The Note B Holder shall have the right, by written notice to each Senior Note Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note B Note Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the delivery of the Noteholder Purchase Notice to each Senior Note, each Senior Note Holder shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Note A-1-1 A-1 Holder. In the event that the Note B Holder’s shall fail to purchase the Senior Note on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have the right to purchase the Senior Notes under this Section 12. The Note B Holder agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-1-1 A-1 Holder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to each Senior Note Holder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, each Senior Note Holder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation which will assign the applicable Senior Notes and the Mortgage Loan Documents without recourse, representations or warranties (except each Senior Note Holder will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase the Senior Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1-1 A-1 Holder shall give the Note B Holder ten (10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Note A-1-1 A-1 Holder shall notify the Note B Holder of such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1-1 A-1 Holder to deliver the Noteholder Purchase Notice to each Senior Note Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the Senior Notes by the Note B Holder shall be free and clear of any liens.