Common use of Purchase Rights of Note B Holder Clause in Contracts

Purchase Rights of Note B Holder. At any time that Note B is not included in a Securitization the Note B Holder shall have the right, by written notice to the Lead Securitization 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 Lead Securitization Note and the Non-Lead Securitization 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 Securitization Note Holder, the Lead Securitization Holder and each Non-Lead Securitization Note Holder shall sell (and the Note B Holder shall purchase) the Lead Securitization Note and the Non-Lead Securitization 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 the Note B Holder to purchase the Lead Securitization Note and the Non-Lead Securitization Notes or (ii) not more than thirty (30) days after the written exercise by the Note B Holder to purchase the Lead Securitization Note and the Non-Lead Securitization Notes if such purchasing Note Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Lead Securitization Holder within ten (10) Business Days after the written exercise of the Note B Holder to purchase the Lead Securitization Note and the Non-Lead Securitization Notes. Any Note Holder Purchase Notice shall contain a statement that the Note B Holder’s failure to purchase the Lead Securitization Note and the Non-Lead Securitization Notes on a Defaulted Mortgage Loan Purchase Date will result in the termination of such Note Holder’s right. The Note B Holder agrees that the sale of the Lead Securitization and the Non-Lead Securitization 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 Securitization 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 the Lead Securitization Note Holder and each Non-Lead Securitization Note Holder in immediately available funds of its respective portion of the Defaulted Mortgage Loan Purchase Price, the Lead Securitization Note Holder and each Non-Lead Securitization Note Holder 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 Lead Securitization Note and the Non-Lead Securitization 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 B Holder to purchase the Lead Securitization Note and the Non-Lead Securitization 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 Securitization Note Holder shall give the Note B Holder 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 Securitization Note Holder) less than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Securitization Note 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 Lead Securitization Note Holder to deliver a Note Holder Purchase Notice in accordance with this Section 33, 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.

Purchase Rights of Note B Holder. At any time that Note B is not included in a Securitization the The Note B Holder shall have .have the right, by written notice to the Lead Securitization Note Holder and the Non-Lead Securitization 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 each of the Lead Securitization Note Notes and the Non-Lead Securitization NotesNote, 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 Securitization Note Holder and the Non-Lead Securitization Note Holder, the Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall sell (and the Note B Holder shall purchase) the Lead Securitization Note Notes and the Non-Lead Securitization Notes Note 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 the Note B Holder to purchase the Lead Securitization Note Notes and the Non-Lead Securitization Notes Note or (ii) not more than thirty (30) days after the written exercise by the Note B Holder to purchase the Lead Securitization Note Notes and the Non-Lead Securitization Notes Note if such purchasing the Note B Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Lead Securitization Note Holder within ten (10) Business Days after the written exercise of the Note B Holder to purchase the Lead Securitization Note Notes and the Non-Lead Securitization NotesNote. Any The Note Holder Purchase Notice shall contain a statement that the Note B Holder’s failure to purchase the Lead Securitization Note Notes and the Non-Lead Securitization Notes Note on a Defaulted Mortgage Loan Purchase Date will result in the termination of such the Note B Holder’s right. The Note B Holder agrees that the sale of the Lead Securitization Notes and the Non-Lead Securitization Notes Note 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 B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization 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 B Holder. Concurrently with the payment to the Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder in immediately available funds of its respective portion of the Defaulted Mortgage Loan Purchase Price, the Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder will execute at the sole cost and expense of the purchasing Note B Holder in favor of such purchasing the Note B Holder assignment documentation which will assign the Lead Securitization Note and Notes, the Non-Lead Securitization Notes Note and the related Mortgage Loan Documents without recourse, representations or warranties (except that each selling the Lead Securitization Note Holder and the Non-Lead Securitization Note Holder, and the Note B Holder, as applicable, 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 B Holder to purchase the Lead Securitization Note and the Non-Lead Securitization Notes Note 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 Securitization Note Holder shall give the Note B Holder fifteen (15) days’ 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 Securitization Note Holder) less than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Securitization Note Holder and the Non-Lead Securitization Note 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 Lead Securitization Note Holder and the Non-Lead Securitization Note Holder to deliver a Note Holder Purchase Notice in accordance with this Section 33, 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.