Common use of Purchase Rights of Note A-B Holders Clause in Contracts

Purchase Rights of Note A-B Holders. If any A-B Note is included in the Lead Securitization Trust, the provisions of this Section 33 shall not apply. The Note A-B Holders shall have the right, by written notice to the Lead Note Holder (any such notice, a “Note Holder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase the A Notes, in immediately available funds, in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Note Holder Purchase Notice to the Lead Note Holder, each Note A Holder shall sell (and the applicable Note A-B Holder shall purchase) the A Notes at the Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Mortgage Loan Purchase Date”) (i) not more than ten (10) Business Days after the written exercise by such Note A-B Holder to purchase the A Notes or (ii) not more than thirty (30) days after the written exercise by such Note A-B Holder to purchase the A Notes if such purchasing Note Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Lead Holder within ten (10) Business Days after the written exercise of such Note A-B Holder to purchase the A Notes. Any Note Holder Purchase Notice shall contain a statement that the applicable Note A-B Holder’s failure to purchase the A Notes on a Defaulted Mortgage Loan Purchase Date will result in the termination of such Note Holder’s right. The Note A-B Holders agree that the sale of the A Notes shall comply with all requirements of the Lead Securitization Servicing Agreement and that all costs and expenses related thereto shall be paid by the purchasing Note Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Note Holder (or the Master Servicer on its behalf) three (3) Business Days prior to the Defaulted Mortgage Loan 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 purchasing Note Holder. Concurrently with the payment to each Note A Holder in immediately available funds of its respective portion of the Defaulted Mortgage Loan Purchase Price, the Note A Holders will execute, at the sole cost and expense of the purchasing Note Holder, in favor of such purchasing Note Holder assignment documentation which will assign the A Notes and the related Mortgage Loan Documents without recourse, representations or warranties (except that each selling 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). The right of the Note A-B Holders to purchase the A 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 Lead Note Holder shall give the Note A-B Holders fifteen (15) days’ notice of its intent with respect to any such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Master Servicer (or other nominee on behalf of the Lead Note Holder) less than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Note Holder shall notify the Note A-B Holders of such transfer, and any Note A-B Holder shall have a fifteen (15) day period from the date of such notice from Lead Note Holder to deliver a Note Holder Purchase Notice in accordance with this Section 33, in which case such Note A-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. In the event more than one Note A-B Holder delivers a Note Holder Purchase Notice, the Note A-B-1 Holder shall have the right to exercise the purchase option set forth in this Section 33.