Common use of Repurchase Clause in Contracts

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) the Mortgages Trustee, Funding or the Security Trustee has given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurred.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible)The Republic may at any time purchase Bonds at any price in the open market, in privately negotiated transactions or otherwise. Bonds so purchased by the event Republic may, at the Republic’s discretion, be held, resold or surrendered to the Trustee for cancellation. Reference is made to the Indenture dated as of a material breach January 28, 2015 (the “Indenture”) between the Republic of any Colombia (the “Republic”) and The Bank of New York Mellon, as trustee (the “Trustee”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The undersigned, acting on behalf of the Representations or Warranties Republic in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date orcapacity specified below, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided hereby certifies that: (aA) Pursuant to Section 2.1 of the Mortgages TrusteeIndenture, Funding or there is hereby established a Series of Debt Securities, the Security Trustee has given [Title of the Seller not less than 28 days' notice Debt Securities] (the “Debt Securities”), to be issued in writingthe initial aggregate principal amount of [U.S.$] [Other Currency] and delivered under the Indenture, as described in the Republic’s base prospectus and the prospectus supplement, prepared in connection with the issuance of the Debt Securities, a copy of which base prospectus and prospectus supplement are attached hereto as Annex A; (bB) The Debt Securities shall have the Mortgages Trustee has obtained terms and be subject to the consent conditions set forth in the certificate[s] representing the Debt Securities, [a] true, correct and complete specimen[s] of the Security Trusteewhich [is] [are] attached hereto as Annex B; and (cC) such breachThe specific terms of each Series of Debt Securities are attached hereto as Annex C. THIS AUTHORIZATION SHALL BE GOVERNED BY, where capable AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF COLOMBIA. Annex A Base prospectus and Prospectus Supplement Annex B Form of remedy, is not remedied to the satisfaction Debt Security Annex C Terms of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurred.Series

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) the Mortgages TrusteeTrustee has, Funding or the Funding Beneficiaries or the Funding Security Trustee has Trustees have, given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Funding Security TrusteeTrustees; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of the Funding Beneficiaries and the Funding Security Trustee Trustees within the 28 day period referred to in (a) (or such longer period as the Funding Beneficiaries and the Funding Security Trustee Trustees may direct the Mortgages Trustee), then at Funding's the direction of the Funding Beneficiaries (with the consent of the Funding Security TrusteeTrustees) or the Funding Security Trustee's directionTrustees, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase (i) the relevant Mortgage Loan and its Related Security and Security, (ii) any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it and (iii) any other Mortgage Loan secured on the same Mortgaged Property as the relevant Mortgage Loan to which the breach relates in accordance with Clause 8.7 (Completion of Repurchase) ), provided, however, that the Funding Security Trustee Trustees shall have no duty to provide any such notice to the Seller or consider granting its their consent pursuant to this Clause 8.4 unless the Funding Security Trustee has Trustees have been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Funding Security TrusteeTrustees), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Funding Security Trustee Trustees shall be entitled to assume that no such material breach has occurred.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible)The Republic may at any time purchase Debt Securities at any price in the open market, in the event of a material breach of any privately negotiated transactions or otherwise. Debt Securities so purchased by or on behalf of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as Republic may, at the Initial Closing Date orRepublic’s discretion, be held, resold or surrendered to the Trustee for cancellation. Reference is made to the Indenture dated as of July 2, 2015 (the “Indenture”) between the Federative Republic of Brazil (the “Republic”) and The Bank of New York Mellon, as trustee (the case may be“Trustee”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The undersigned, the relevant Assignment Date, which could have a material adverse effect acting on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect behalf of the Mortgage Loan to which Republic in the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies)capacity specified below, and further provided hereby certifies that: (aA) Pursuant to Section 2.1 of the Mortgages TrusteeIndenture, Funding or there is hereby established a Series of Debt Securities, the Security Trustee has given [Title of the Seller not less than 28 days' notice Debt Securities] (the “Debt Securities”), to be issued in writingthe initial aggregate principal amount of [U.S.$] [Other Currency] and delivered under the Indenture, as described in the Republic’s base prospectus and the prospectus supplement, prepared in connection with the issuance of the Debt Securities, a copy of which base prospectus and prospectus supplement are attached hereto as Annex A; (bB) The Debt Securities shall have the Mortgages Trustee has obtained terms and be subject to the consent conditions set forth in the certificate[s] representing the Debt Securities, [a] true, correct and complete specimen[s] of the Security Trusteewhich [is] [are] attached hereto as Annex B; and (cC) such breachThe specific terms of each Series of Debt Securities are attached hereto as Annex C. THIS AUTHORIZATION SHALL BE GOVERNED BY, where capable AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF BRAZIL Annex A Base prospectus and Prospectus Supplement Annex B Form of remedy, is not remedied to the satisfaction Debt Security Annex C Terms of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurred.Series

Repurchase. Subject 2.1 The CBC herewith sells and assigns to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any Transferor and the Transferor herewith repurchases and accepts the reassignment from the CBC of the Representations or Warranties Relevant Repurchase Mortgage Receivables. To the extent legally necessary and possible, the CBC herewith assigns to the Transferor and the Transferor herewith accept from CBC, the assignment of the Beneficiary Rights relating to the Relevant Repurchase Mortgage Receivables. 2.2 The repurchase price for the Relevant Repurchase Mortgage Receivables and the Beneficiary Rights relating thereto will be equal to the Outstanding Principal Amount in respect of any Relevant Repurchase Mortgage Loan and/or its Related Security as Receivables at the Initial Closing Date ordate hereof [together with Accrued Interest up to but excluding the date of this Deed] and reasonable costs (including any costs incurred by the CBC in effecting and completing the sale and re-assignment), as the case may be, the relevant Assignment Date, which could have except if it concerns a material adverse effect on the repurchase of Defaulted Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred Receivables in respect of which no breach of the Mortgage Loan to Receivables Warranties has occurred, in which case the breach relates after taking account purchase price will be at least the lesser of (i) the likelihood sum of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) an amount equal to the Mortgages Trustee, Funding or foreclosure value of the Security Trustee has given the Seller not less than 28 days' notice in writing; Mortgaged Assets and (b) the Mortgages Trustee has obtained value of all other collateral and (ii) the consent sum of the Security Trustee; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent Outstanding Principal Amount of the Security Trustee) or the Security Trustee's directionMortgage Receivable, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security together with accrued interest due but unpaid, if any, and any other amounts due under the Mortgage Loan secured or intended to be secured Receivable (the "Repurchase Price"). 2.3 The Transferor will pay the Repurchase Price by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that transferring the Security Trustee shall have no duty to provide any such notice amount thereof to the Seller CBC Account or consider granting such other account as specified by the CBC in same day funds. Upon such payment the Transferor will have fully acquitted itself of its consent pursuant obligation to this Clause 8.4 unless pay the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated Repurchase Price to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredCBC.

Repurchase. Subject (a) At any time when the Option is exercisable pursuant to Clause 8.14 (Repurchase Not Possible)Section 3(a) hereof, in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may berequest of Parent, the relevant Assignment Date, Company shall repurchase all Shares purchased by Parent pursuant hereto which could have parent then beneficially owns at a material adverse effect on price per share equal to the Mortgage Loan and/or its Related Security sum of (having regard to, among other things, whether a loss is likely x) the aggregate Option Price paid by Parent for all Shares acquired pursuant to be incurred in the Stock Option with respect to which parent then has beneficial ownership; and (v) the Spread multiplied by the number of the Mortgage Loan shares with respect to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), Option has been exercised and further provided that: (a) the Mortgages Trustee, Funding or the Security Trustee with respect to which Parent then has given the Seller not less than 28 days' notice in writing;beneficial ownership. (b) In the Mortgages Trustee has obtained event Parent exercises its rights under this Section 8, the consent Company shall, within 10 business days thereafter, pay the required amount to Parent by wire transfer of immediately available funds to an account designated by Parent and Parent shall surrender any certificates evidencing the Security Trustee; andShares purchased thereunder. (c) such breachIn the event Parent exercises its rights under this Section 8, where capable the Company shall, within 10 business days thereafter, pay the required amount to Parent by wire transfer of remedy, is not remedied immediately available funds to an account designated by Parent and Parent shall surrender to the satisfaction of Funding and Company the Security Trustee within certificates evidencing the 28 day Shares purchased under this Section 8. (d) The period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent for exercise of the Security Trusteerights provided under this Section 8 shall be extended: (i) or to the Security Trustee's directionextent necessary to obtain all regulatory approvals for the exercise of such rights, for the expiration of all statutory waiting periods, and to the extent the Company is unable to perform any of its obligations in this Section 8 under applicable law; and (ii) to the extent necessary to avoid liability under Section 16(b) of the Exchange Act by reason of such exercise. (e) If within 12 months after the date the Merger Agreement was terminated pursuant to the terms thereof, neither Parent nor any other person has acquired more than fifty percent of the issued and outstanding Shares, the Mortgages Trustee may serve upon Company will then have the Seller a notice in right to purchase (the form "Repurchase Right") all, but not less than all, of the Loan Option Shares acquired upon exercise of this Option of which Parent is the beneficial owner on the date the Company gives written notice of its intention to exercise the Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) Right, provided, however, that the Security Trustee shall have no duty to provide any such notice at a price per share equal to the Seller greater of (i) the Option Price or consider granting its consent pursuant (ii) the average of the closing price per Share on Nasdaq for the five consecutive trading days ending on and including the trading date immediately prior to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document consummation of such material breach repurchase of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredOption Shares.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) the Mortgages Trustee, Funding or the Security Trustee has given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) ), provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurred.

Repurchase. Subject (a) If any document required to Clause 8.14 (Repurchase Not Possible), in be delivered by the event of a material breach of any of the Representations or Warranties Seller in respect of any Mortgage Loan and/or its Related Security pursuant to Section 2(b) is not delivered as required or is found to be defective in any material respect or in the event of a breach of any of the representations and warranties of the Seller made in Section 3, which breach materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, and the Seller cannot deliver such document or cure such defect or breach within 90 days after written notice thereof, the Seller will be required, within 90 days of such notice, or in the case of a defect or breach which cannot be cured, within 60 days of such notice, at the Initial Closing Date orPurchaser's option (or the option of the Purchaser's assignee or successor), as to repurchase such Mortgage Loan, at a price equal to the case may be, product of the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect Unpaid Principal Balance of the Mortgage Loan to which the breach relates after taking account as of the likelihood date of recoverability or otherwise repurchase and the Purchase Price Percentage paid by the Purchaser, plus interest on such Unpaid Principal Balance at the Mortgage Interest Rate from the date on which interest has last been paid and distributed through the date of any sums under any applicable insurance policies)repurchase, and further provided that: (a) in the Mortgages Trusteecase of a Mortgage Loan prior to the Transfer Date, Funding less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held by the Security Trustee has given Interim Servicer for distribution to the Seller not less than 28 days' notice Purchaser, or (b) in writing;the case of a Mortgage Loan after the Transfer Date, plus amounts advanced by the Purchaser in respect of such repurchased Mortgage Loan. (b) Any amounts payable by the Mortgages Trustee has obtained Seller pursuant to Section 4(a) shall be paid in immediately available funds to the consent Purchaser (or its successor or assignee, if applicable). The Purchaser will deliver to the Seller for the benefit of the Security Trustee; andSeller (or its successor or assignee, if applicable), at the time of repurchase of any Mortgage Loan, the documents in respect thereof specified in Section 2(b)(i). (c) such breachEach of the representations and warranties of the Seller contained herein shall survive the purchase and sale of the Mortgage Loans pursuant hereto and shall continue in full force and effect, where capable notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of remedy, is this Agreement. The representations and warranties shall not remedied be impaired by any review and examination of documents to be delivered in respect of each Mortgage Loan under Section 2(b)(i) or other documents evidencing or relating to the satisfaction Mortgage Loans or any failure on the part of Funding the Purchaser or any successor or assignee thereof to review or examine such documents. (d) In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Agreement. The Purchaser and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, hereby agree that the Security Trustee sole remedy for the breach of any representation and warranty hereunder shall have no duty to provide any such notice be pursuant to the Seller or consider granting its consent pursuant to terms of this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, Section 4 and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredSection 9.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) At any time when the Mortgages TrusteeOption is exercisable pursuant to Section 3(a) hereof, Funding at the request of the Holder, the Company (or any successor entity thereof) shall repurchase the Security Trustee Option (or any portion thereof) from the Holder together with any Company Common Shares purchased by the Holder pursuant thereto which the Holder then beneficially owns and has given requested that the Seller not Company repurchase, at a price per share equal to the higher of (x) the highest price per share at which a tender or exchange offer has been made for Company Common Shares following the date hereof or (y) the highest closing price per share of Company Common Shares as reported by the NYSE Composite Tape for any day following the date on which an Acquisition Proposal shall have been made, less than 28 days' notice in writing;the case of each Option Share, the Option Price. (b) In the Mortgages Trustee event Holder exercises its rights under this Section 8, the Company shall, within 10 business days thereafter, pay the required amount to Holder by wire transfer of immediately available funds to an account designated by Holder and Holder shall surrender to the Company the Option and any certificates evidencing the Company Common Shares purchased thereunder with respect to which Holder then has obtained the consent of the Security Trustee; andbeneficial ownership. (c) such breach, where capable The period for exercise of remedy, is not remedied the rights provided under this Section 8 shall be extended: (i) to the satisfaction extent necessary to obtain all regulatory approvals for the exercise of Funding such rights, for the expiration of all statutory waiting periods, and to the Security Trustee within extent required to obtain any required stockholder approval or until such stockholder approval is no longer required pursuant to the 28 day period referred Company's certificate of incorporation; and (ii) to in (athe extent necessary to avoid liability under Section 16(b) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security TrusteeExchange Act by reason of such exercise. (d) or If within 12 months after the Security Trustee's directiondate the Merger Agreement was terminated pursuant to the terms thereof, neither the Holder nor any other person has acquired more than fifty percent of the issued and outstanding Company Common Shares, the Mortgages Trustee may serve upon Company will then have the Seller a notice in right to purchase (the form "REPURCHASE RIGHT") all, but not less than all, of the Loan Company Common Shares acquired upon exercise of this Option of which the Holder is the beneficial owner on the date the Company gives written notice of its intention to exercise the Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) Right, provided, however, that the Security Trustee shall have no duty to provide any such notice at a price per share equal to the Seller greater of (i) the Option Price or consider granting its consent pursuant (ii) the average of the closing price per Company Common Share on the NYSE Composite Tape for the five consecutive trading days ending on and including the trading date immediately prior to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document consummation of such material breach repurchase of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredCompany Common Shares.

Repurchase. Subject Seller shall be responsible for any repurchases required by an investor following any Reconstitution and Purchaser shall be retained to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any service such repurchased Mortgage Loan and/or its Related Security as at the Initial Closing Date orin accordance with this Agreement ARTICLE XI REMOVAL OF MORTGAGE LOANS FROM INCLUSION UNDER THIS AGREEMENT UPON AN AGENCY TRANSFER, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that:WHOLE-LOAN TRANSFER OR A SECURITIZATION TRANSACTION ON ONE OR MORE RECONSTITUTION DATES SECTION 11.01 AGENCY TRANSFER; WHOLE LOAN TRANSFER; SECURITIZATION TRANSACTION. (a) Seller and Purchaser agree that with respect to some or all of the Mortgages TrusteeMortgage Loans, Funding or upon written notice (including all information described on Exhibit P hereto; provided that if the Security Trustee has given related Reconstitution Date occurs in the same month as the related Transfer Date, such notice will include the information set forth on Exhibit P that is available to the Seller not at the time such notice is provided) to Seller at least ten (10) Business Days but in no event less than 28 days' notice in writing; five (b5) the Mortgages Trustee has obtained the consent of the Security TrusteeBusiness Days prior to any Reconstitution Date, Purchaser may effect either one or more Agency Transfer, Whole Loan Transfer, and/or Securitization; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee Purchaser shall have no duty not be required to provide recognize any such notice transfer or transaction to the extent that it would result in Mortgage Loans being serviced for more than four (4) investors hereunder. On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement; provided, however, that in each such Agency Transfer, Whole Loan Transfer and/or Securitization Purchaser shall be retained as the servicer thereof. (b) Purchaser shall cooperate with Seller in connection with any Agency Transfer, Whole Loan Transfer or consider granting its consent Securitization Transaction contemplated by Seller pursuant to this Clause 8.4 unless the Security Trustee has been notified by Section 11.01. In that connection, Purchaser agrees to: (i) cooperate reasonably with Seller and any prospective purchaser with respect to all reasonable requests; (ii) provide, at Seller's expense, to any Master Servicer or trustee, as applicable, and/or Seller any and all publicly available information and appropriate verification of information which may be reasonably available to Purchaser, whether through letters of its auditors and counsel or otherwise, as Seller, trustee or a party Master Servicer shall reasonably request as to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or Loans; (iii) service the Mortgage Loans in accordance with the requirements of this Agreement; (iv) provide all other assistance reasonably requested by Seller including cooperating with Seller in its Related Securitypreparation of any disclosure documents. Accordingly, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee Seller shall be entitled to assume include in any disclosure document any unaltered information specifically requested by Seller for this purpose and provided by Purchaser and Purchaser acknowledges and agrees that the related investors will be permitted to rely on such information; (v) execute or acknowledge, at Seller's discretion, an assignment in the form of Exhibit H by Seller to a successor purchaser of some or all of the Mortgage Loans, which Mortgage Loans will be assigned subject to the representations and warranties set forth in this Agreement and covenants to service the Mortgage Loans on behalf of the successor purchaser in accordance with the terms and conditions of this Agreement or otherwise; and if Purchaser is required to be a party to any of the other Reconstitution Agreements, to execute such Reconstitution Agreement required to effectuate the foregoing. If Seller determines that Purchaser is required to be a party to any Reconstitution Agreement, Purchaser shall execute such Reconstitution Agreement within a reasonable period of time, but in no event shall such material breach has occurredtime exceed five (5) Business Days after mutual agreement between Purchaser and Seller as to the terms thereof; (vi) deliver to Seller such information, reports, letters and certifications as are required pursuant to Article XII and to indemnify Seller and its affiliates as set forth in Article XII. (c) All Mortgage Loans not sold or transferred pursuant to an Agency Transfer, Whole Loan Transfer or Securitization Transaction and any Mortgage Loans repurchased by the Seller shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.

Repurchase. Subject (a) If any document required to Clause 8.14 (Repurchase Not Possible), in be delivered by the event of a material breach of any of the Representations or Warranties Seller in respect of any Mortgage Loan and/or its Related Security pursuant to Section 2(b) is not delivered as required or is found to be defective in any material respect or in the event of a breach of any of the representations and warranties of the Seller made in Section 3, which breach materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, and the Seller cannot deliver such document or cure such defect or breach within 90 days after written notice thereof, the Seller will be required, within 90 days of such notice, or in the case of a defect or breach which cannot be cured, within 60 days of such notice, at the Initial Closing Date orPurchaser's option (or the option of the Purchaser's assignee or successor), as to repurchase such Mortgage Loan, at a price equal to the case may be, product of the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect Unpaid Principal Balance of the Mortgage Loan to which the breach relates after taking account as of the likelihood date of recoverability or otherwise repurchase and the Purchase Price Percentage paid by the Purchaser, plus interest on such Unpaid Principal Balance at the Mortgage Interest Rate from the date on which interest has last been paid and distributed through the date of any sums under any applicable insurance policies)repurchase, and further provided that: (ai) in the Mortgages Trusteecase of a Mortgage Loan repurchased prior to the Transfer Date, Funding less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held by the Security Trustee has given Interim Servicer for distribution to the Seller not less than 28 days' notice Purchaser, or (ii) in writing;the case of a Mortgage Loan repurchased after the Transfer Date, plus amounts advanced by the Purchaser in respect of such repurchased Mortgage Loan. (b) Any amounts payable by the Mortgages Trustee has obtained Seller pursuant to Section 4(a) shall be paid in immediately available funds to the consent Purchaser (or its successor or assignee, if applicable). The Purchaser will deliver to the Seller for the benefit of the Security Trustee; andSeller (or its successor or assignee, if applicable), at the time of repurchase of any Mortgage Loan, the documents in respect thereof specified in Section 2(b)(i). (c) such breachEach of the representations and warranties of the Seller contained herein shall survive the purchase and sale of the Mortgage Loans pursuant hereto and shall continue in full force and effect, where capable notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of remedy, is this Agreement. The representations and warranties shall not remedied be impaired by any review and examination of documents to be delivered in respect of each Mortgage Loan under Section 2(b)(i) or other documents evidencing or relating to the satisfaction Mortgage Loans or any failure on the part of Funding the Purchaser or any successor or assignee thereof to review or examine such documents. (d) In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Agreement. The Purchaser and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's direction, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, hereby agree that the Security Trustee sole remedy for the breach of any representation and warranty hereunder shall have no duty to provide any such notice be pursuant to the Seller or consider granting its consent pursuant to terms of this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, Section 4 and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredSection 9.

Repurchase. Subject (a) In consideration, and subject to Clause 8.14 the terms and conditions, of this Agreement, (Repurchase Not Possiblei) each of the Employee Parties hereby is selling, and EPS hereby is repurchasing, all of the Employment Shares of each Employee; and (ii) each Employee Party hereby is selling, and EPS hereby is repurchasing, the number of Net Subscription Shares set forth next to his or its name on Schedule A under the column heading "Net Subscription Shares Repurchased" (the "REPURCHASED SUBSCRIPTION SHARES" and together with the Employment Shares, the "REPURCHASED SHARES"). After giving effect to the repurchase of Repurchased Shares as of the date hereof, each Employee (together with his donees as listed on Schedule A) will own (directly or indirectly) free of restrictions (other than those imposed under applicable securities laws or under the Stockholder Agreement as modified pursuant to Section 4.13) the number of shares stated on Schedule A under the heading "TOTAL RETAINED SHARES" (the "TOTAL RETAINED SHARES"), which for each Employee consist of (i) his or his Affiliates' Gifted Shares, (ii) his or his Affiliates' Transaction Shares, (iii) his or his Affiliates' remaining Subscription Shares net of gifts, transfers, and repurchase of the Repurchased Subscription Shares, as listed on Schedule A under the column heading "Retained Subscription Shares," and (iv) with respect to Wattx, 00,552 shares of EPS common stock issued with respect to his ownership in First Financial Resources, Inc. None of the Shares included in the event of a material breach of any Total Retained Shares were purchased under, and such shares are not subject to, the Restricted Stock Purchase Agreements. Except as specifically set forth in this Agreement, each Employee Party and the donees of the Representations Employee Parties will continue to have the rights and be subject to the obligations associated with their Retained Shares as set forth in the Subscription Agreement or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date orTransaction Agreement, as the case may be, pursuant to which such shares were purchased, as well as the relevant Assignment DateStockholder Agreements as modified pursuant to Section 4.13. (i) As consideration for the repurchase of the December Employment Shares, which could have a material adverse effect EPS shall cancel all outstanding Notes, thereby relieving the Employee Parties of all obligations under the Notes, including the obligations to pay the principal amount of and all accrued interest on the Mortgage Loan and/or its Related Security (having regard toNotes. Concurrently with the execution of this Agreement, among other things, whether EPS is delivering to each Employee Party who executed a loss is likely to be incurred in respect Note the original executed copy of the Mortgage Loan to which Note marked "canceled." (ii) As consideration for the breach relates after taking account repurchase of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies)Repurchased Shares other than the December Employment Shares, and further provided that: (a) the Mortgages Trustee, Funding or the Security Trustee has given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach, where capable of remedy, is not remedied EPS shall pay to the satisfaction of Funding and the Security Trustee within the 28 day period referred to Employee Parties, in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee)cash, then at Funding's (concurrently with the consent execution of the Security Trustee) or the Security Trustee's directionthis Agreement, the Mortgages Trustee may serve upon the Seller a notice an amount equal to $.02 per share ($133,563.04 in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trusteeaggregate), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurred.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) Upon the Mortgages Trusteeoccurrence of a Change of Control, Funding each Holder of Capital Securities will have the right, at such Holder's option, to require the Trust to repurchase any Capital Security of such Holder, and upon the exercise of such right the Trust shall repurchase, all of such Holder's Capital Securities, or the Security Trustee has given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent any portion of the Security Trustee; and (c) such breachLiquidation Amount thereof, where capable of remedy, is not remedied at a cash price equal to the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent 101% of the Security Trustee) or aggregate Liquidation Amount of such Capital Securities plus accumulated and unpaid Distributions thereon to but not including the Security Trustee's direction, Repurchase Date (the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan "Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) Price"), provided, however, that upon a repurchase in part of its Capital Securities, such Holder shall retain ownership of Capital Securities having a minimum Liquidation Amount of $100,000. (b) Within three Business Days following the receipt, pursuant to the Indenture, by the Trust as holder of the Debentures or the receipt by the Property Trustee of a notice from the Depositor to the effect that a Change of Control has occurred, the Property Trustee will send a notice (a "Change of Control Notice") to each Holder of Capital Securities with a copy to the Property Trustee by first-class mail, postage prepaid, at such Holder's address appearing in the Security Trustee Register, which Change of Control Notice shall have no duty state: (i) that a Change of Control has occurred and that each Holder has the right to provide require the Trust to repurchase its Capital Securities, in whole or in part, at the Repurchase Price; (ii) the circumstances and relevant facts regarding such Change of Control (including any such notice relevant information with respect to the Seller transaction giving rise to such Change of Control); (iii) the date by which the repurchase right must be exercised; (iv) a description of the procedure which a Holder must follow to exercise a repurchase right and the place or consider granting its consent pursuant places where such Securities are to this Clause 8.4 unless be surrendered for payment of the Security Trustee has been notified Repurchase Price and accrued interest, if any; (v) the Repurchase Date (which shall be the date selected by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party Depositor as the repurchase date for the Debentures); and (as communicated to the Security Trustee), could have a material adverse effect vi) that on the related Mortgage Loan and/or its Related SecurityRepurchase Date, taking into account the considerations provided in this Clause 8.4Repurchase Price will become due and payable upon each such Capital Security (or portion thereof) designated by the Holder for repurchase, and further provided that prior Distributions thereon, if any, shall cease to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredaccumulate on and after said date.

Repurchase. Subject (a) Bank shall have the right to Clause 8.14 (Repurchase Not Possible)require Seller, upon demand, to repurchase a Participation Interest in the event of a material breach of Mortgage Loan for any of the Representations following reasons: (i) if a material representation or Warranties in respect of any warranty given by Seller as to a particular Mortgage Loan and/or its Related Security as at is breached that is not cured to the Initial Closing Date or, as satisfaction of Bank within ten (10) Business Days after written notice is delivered to Seller; (ii) if an Event of Default shall have occurred and is continuing; (iii) if final post-closing Mortgage Loan documentation is improper or incomplete after a reasonable period of time after the case may beclosing of the Mortgage Loan, the relevant Assignment Datedetermination of which is at Bank’s sole and absolute discretion, which could have a material adverse effect documentation has not been corrected to the satisfaction of Bank within ten (10) Business Days after written notice is delivered to Seller; (iv) if Bank discovers fraud on the part of Seller or its agents or employees or of Borrower or any other Person with respect to such Mortgage Loan; (v) if the Investor, for any reason, fails to purchase the Mortgage Loan and/or or if, for any reason, Bank has not been paid in full for its Related Security Participation Interest in the Mortgage Loan, within thirty (having regard to, among other things, whether a loss is likely 30) days following the Advance by Bank to be incurred in respect purchase the Participation Interest therein; or (vi) if any Investor has requested the repurchase of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise because of any sums under breach stated in clauses (i) through (v) of this sentence or because of any applicable insurance policies), and further provided that: (a) the Mortgages Trustee, Funding breach of or the Security Trustee has given the Seller not less than 28 days' notice failure to comply with any requirement in writing;its Firm Commitment or interest rate lock confirmation. (b) Without limiting Bank’s right to require the Mortgages Trustee earlier repurchase of a Participation Interest in accordance with Section 4.7(a), Seller shall automatically be obligated to immediately repurchase a Participation Interest in a Mortgage, whether or not Bank has obtained provided written notice thereof to Seller, no later than the consent earlier of: (a) seventy-five (75) days following the Advance by Bank to purchase the Participation Interest if by such time (i) an Investor for any reason fails to purchase the Mortgage Loan or (ii) Bank has not received payment in full for its Participation Interest for any reason; or (b) the occurrence of the Security Trustee; andan Event of Default as specified in Section 9.1(e) or Section 9.1(f) with respect to Seller. (c) such breach, where capable Upon Bank’s receipt of remedy, is not remedied to funds in the satisfaction of Funding and the Security Trustee within the 28 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent amount of the Security Trustee) or full repurchase price for the Security Trustee's directionrepurchase a Participation Interest in a Mortgage Loan, Bank shall transfer its Percentage Interest therein to Seller as evidenced by the Mortgages Trustee may serve upon the Seller a notice in the form delivery by Bank of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Note to Seller. (d) The repurchase price for each Participation Interest in a Mortgage Loan and/or its Related Security, taking into account shall be calculated by multiplying the considerations provided unpaid balance of such Mortgage Loan as of the date of repurchase of the Participation Interest by the Purchase Price (expressed as a percentage of par) originally paid by Bank for the Participation Interest in this Clause 8.4such Mortgage Loan plus all accrued unpaid interest with respect to the Participation Interest and any charges incurred by or properly payable to Bank. Bank shall have the right to offset amounts in the Pledged Account in order to effect the repurchase of any Participation Interest in a Mortgage Loan, and further provided that prior upon any such offset, Seller shall immediately deposit funds into the Pledged Account in the amount required to receipt of such notice fully restore the Security Trustee shall be entitled to assume that no such material breach has occurredMinimum Pledged Balance.

Repurchase. Subject (a) At the Closing, subject to Clause 8.14 the terms and conditions set forth in this Agreement, (Repurchase Not Possible)i) the Company shall purchase from each Selling Securityholder whose name appears on Schedule I hereto, in and such Selling Securityholder shall sell to the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may beCompany, the relevant Assignment Date, which could have number of outstanding shares of Common Stock owned by such Selling Securityholder set forth opposite such Selling Securityholder's name on Schedule I hereto for a material adverse effect on purchase price of $91.50 per share in cash (the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies"Repurchase Price"), and further provided that: (aii) such Selling Securityholder shall surrender to the Company for cancellation the Options held by such Selling Securityholder listed opposite such Selling Securityholder's name on Schedule II hereto for consideration payable in cash in an amount equal to the product of (x) the Mortgages Trusteeexcess of the Repurchase Price over the exercise price per share with respect to each such Option (for each share of Common Stock subject to such Option, Funding the "Option Consideration") and (y) the number of shares of Common Stock for which such Option is exercisable. The surrender of an Option for cancellation in exchange for the Option Consideration shall constitute a release of any and all rights the holder had or may have had in the Security Trustee has given the Seller not less than 28 days' notice in writing;Option. (b) At the Mortgages Trustee has obtained Closing, subject to the consent terms and conditions set forth in this Agreement, the Company shall repurchase from Odyssey Partners, L.P. ("Odyssey"), and Odyssey shall sell to the Company, 2,907,200 shares of Common Stock, or such lesser number of shares of Common Stock (which in no event shall be less than 2,886,101 shares of Common Stock) that will cause there to be 163,935 shares of Common Stock in the Security Trusteeaggregate held by the Selling Securityholders and Non-Original Stockholders (as defined in Section 1.2(c) hereof) after giving effect to the purchases and sales of shares of Common Stock pursuant to Section 1.2(a), the Additional Offers (as defined in Section 1.2(c) hereof) and the foregoing provisions of this Section 1.2(b), for a purchase price per share in cash equal to the Repurchase Price; andPROVIDED that the Company shall provide Odyssey written notice prior to the Closing Date if Odyssey is required to sell less than 2,907,234 shares of Common Stock. (c) such breach(i) Promptly following the date of this Agreement, where capable the Company shall prepare and deliver a notice (an "Offer Notice") to each stockholder of remedy, the Company who is not remedied an original party to this Agreement (a "Non-Original Stockholder") informing such Non-Original Stockholder of the transactions contemplated hereby and of the Company's offer (collectively, the "Additional Offers") to repurchase any or all of such Non-Original Stockholder's shares of Common Stock, subject to the satisfaction of Funding terms and conditions set forth in this Agreement and the Security Trustee within Offer Notice, for a purchase price per share in cash equal to the 28 day period referred Repurchase Price and, to the extent applicable, to cancel such Non-Original Stockholder's Options on the same terms as those provided in clause (aii) (of Section 1.2(a) hereof, and containing such additional financial and other information as the Company shall determine to be appropriate so that such Offer Notice, as of its date, shall not contain an untrue statement of a material fact or such longer period as Funding and omit to state any material fact necessary in order to make the Security Trustee may direct the Mortgages Trustee)statements therein, then at Funding's (with the consent in light of the Security Trustee) or circumstances under which they were made, not misleading. Prior to delivering the Security Trustee's directionOffer Notice to any Non-Original Stockholder, the Mortgages Trustee may serve upon the Seller Company shall furnish a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 (Completion of Repurchase) , provided, however, that the Security Trustee shall have no duty to provide any such notice copy thereof to the Seller or consider granting its consent pursuant Investors, shall provide the Investors a reasonable opportunity to this Clause 8.4 unless review such Offer Notice and shall give reasonable consideration to any comments the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Security Trustee shall be entitled to assume that no such material breach has occurredInvestors may make with respect thereto.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) Upon the Mortgages Trusteeapproval of a repurchase of the Class B Share from the Subsidiary Voting Trust by the holders of a majority of the outstanding voting power of the Series B-1 Memberships and Series B-2 Memberships of the CBOT Subsidiary voting together as a single class in accordance with the terms of the CBOT Subsidiary Charter, Funding or including, without limitation, the Security Trustee number of votes per membership set forth therein, as certified by the Secretary of the CBOT Subsidiary, CBOT Holdings shall be entitled to repurchase the Class B Share from the Subsidiary Voting Trust for a price of $1.00. CBOT Holdings shall have no right to repurchase the Class B Share unless such repurchase has given first been approved in accordance with the Seller not less than 28 days' notice in writing;preceding sentence. (b) the Mortgages Trustee has obtained the consent Notice of repurchase of the Security Trustee; andClass B Share shall be sent by or on behalf of CBOT Holdings, in accordance with Section 11 of this Agreement, (i) notifying the Trustee and the CBOT Subsidiary of the intent to repurchase the Class B Share and the date of such repurchase, (ii) stating that the repurchase has been approved in accordance with this Section 8, and (iii) stating the place at which the certificate, if any, evidencing the Class B Share shall be surrendered. The Trustee shall promptly deliver and surrender to CBOT Holdings the certificate, if any, representing the Class B Share held by the Subsidiary Voting Trust, duly endorsed for transfer by the Trust, or with duly executed stock powers attached, and shall take all such other actions as are appropriate to cause the transfer of the Class B Share to CBOT Holdings. (c) such breachFrom and after the notice of repurchase having been duly given, where capable of remedy, is not remedied to the satisfaction of Funding and the Security Trustee within repurchase price having been paid, the 28 day period referred Class B Share shall no longer be, or be deemed to in be, outstanding for any purpose, and all rights, preference and powers (including voting rights) of the Subsidiary Voting Trust shall automatically cease and terminate. (d) For so long as the provisions of subsections (a) through (c) of this Section 8 apply to the Class B Share, any certificate representing the Class B Share shall contain the following legend noted conspicuously upon its face or such longer period as Funding and reverse side: Notwithstanding the Security Trustee may direct the Mortgages Trustee), then at Funding's (with the consent of the Security Trustee) or the Security Trustee's directionforegoing, the Mortgages Trustee may serve upon the Seller a notice language set forth in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase the relevant Mortgage Loan and its Related Security and any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it in accordance with Clause 8.7 clause (Completion of Repurchase2) , provided, however, that the Security Trustee shall have no duty to provide any such notice to the Seller or consider granting its consent pursuant to this Clause 8.4 unless the Security Trustee has been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Security Trustee), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice shall not be noted in such legend if the Security Trustee shall be entitled Certificate of Incorporation is amended to assume that no such material breach has occurredeliminate the restriction on the transfer of the Class B Common Stock provided therein.

Repurchase. Subject to Clause 8.14 (Repurchase Not Possible), in the event of a material breach of any of the Representations or Warranties in respect of any Mortgage Loan and/or its Related Security as at the Initial Closing Date or, as the case may be, the relevant Assignment Date, which could have a material adverse effect on the Mortgage Loan and/or its Related Security (having regard to, among other things, whether a loss is likely to be incurred in respect of the Mortgage Loan to which the breach relates after taking account of the likelihood of recoverability or otherwise of any sums under any applicable insurance policies), and further provided that: (a) the Mortgages Trustee, the Funding Beneficiaries or the Funding Security Trustee has Trustees have given the Seller not less than 28 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Funding Security TrusteeTrustees; and (c) such breach, where capable of remedy, is not remedied to the satisfaction of the Funding Beneficiaries and the Funding Security Trustee Trustees within the 28 day period referred to in (a) (or such longer period as the Funding Beneficiaries and the Funding Security Trustee Trustees may direct the Mortgages Trustee), then at Funding's the direction of the Funding Beneficiaries (with the consent of the Funding Security TrusteeTrustees) or the Funding Security Trustee's directionTrustees, the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice whereupon the Seller will be required to repurchase (i) the relevant Mortgage Loan and its Related Security and Security, (ii) any other Mortgage Loan secured or intended to be secured by that Related Security or any part of it and (iii) any other Mortgage Loan secured on the same Mortgaged Property as the relevant Mortgage Loan to which the breach relates in accordance with Clause 8.7 (Completion of Repurchase) ), provided, however, that the Funding Security Trustee Trustees shall have no duty to provide any such notice to the Seller or consider granting its their consent pursuant to this Clause 8.4 unless the Funding Security Trustee has Trustees have been notified by a party to a Transaction Document of such material breach of such Representation or Warranty which, in the opinion of such party (as communicated to the Funding Security TrusteeTrustees), could have a material adverse effect on the related Mortgage Loan and/or its Related Security, taking into account the considerations provided in this Clause 8.4, and further provided that prior to receipt of such notice the Funding Security Trustee Trustees shall be entitled to assume that no such material breach has occurred.. [This Clause is subject to controlling directions]