Common use of Repurchase Clause in Contracts

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On a. Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Assets on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Administrative Agent or its designee (including the Custodian) then in Administrative Agent’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent for the benefit of Buyers in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of the Repurchase DatePrice in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, and as applicable, in order to avoid a Margin Deficit. Such obligation to pay the related Seller Party shall pay all amounts due Optional Partial Prepayment exists without regard to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction prior or intervening liquidation or foreclosure with respect to such any Purchased Asset Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall terminate. Buyer have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have simultaneously released its security interest their respective interests hereunder in such the Purchased AssetMortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, be retransferred by delivery to the extent any UCC financing statement filed against applicable Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests lien, encumbrance or Liens created by Buyerclaim of Administrative Agent or the Buyers. Any Income Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to Seller. Notwithstanding the foregoingCollection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (Aa) Sellers shall (i) notify Administrative Agent in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on or before Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the CMBS Purchased Asset Maturity Daterequirements set forth in the definition of Market Value, Seller shall repurchase all CMBS Purchased Assets by paying deliver to Buyer the outstanding Repurchase Price therefor Administrative Agent a true and all other related outstanding Repurchase Obligationscomplete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (Bb) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Administrative Agent shall be included in the Market Value of the REO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or before Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Administrative Agent in writing that such REO Property has become a Rental Property and the Maturity Datevalue attributed to such Rental Property by Sellers, Seller (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, deliver to Administrative Agent a true and complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall repurchase all remaining Purchased Assets result in an applicable change in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to any change in Category shall be paid by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsAdministrative Agent, on behalf of Buyers, or Sellers, as applicable.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit but in no event later than two (2) Business Days (or cause to be remitted) to Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetValue, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyermay, except that Buyer shall represent in its sole discretion but with prior written notice to Seller, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days after receipt of Buyer’s bid (the extent that good title was transferred “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and assigned by Seller obligation to Buyer hereunder on repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the related Purchase Date, that Buyer is Mortgage Loan at the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by BuyerRepurchase Price in accordance with this Section 4. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On a. Seller shall repurchase each Purchased Asset from Administrative Agent on behalf of Buyers on the relevant Repurchase Date for each such Purchased Asset. Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto). c. With respect to Principal Prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Seller agrees to (i) provide or cause Servicer to provide Administrative Agent with a copy of a report from the Servicer indicating that such Purchased Asset has been paid in full or part, (ii) cause to be paid to Administrative Agent from the Deposit Account such portion of the Purchase Price multiplied by the Effective Advance Rate as shall transfer be payable pursuant to Buyer Section 7(d) and (iii) provide or cause Servicer to provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium, but subject to payment of an Exit Fee (if any) under certain circumstances as set forth in the Pricing Side Letter, on any Business Day by delivering to Administrative Agent a Request for Repurchase and Confirmation. If the Seller intends to make such a repurchase, the Seller shall give at least two (2) Business Days’ prior written notice thereof to Administrative Agent, designating the Purchased Assets to be repurchased. If such notice is given and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets on any day which is not the Repurchase Date or a Price Differential Payment Date, the Seller shall indemnify Administrative Agent and hold Administrative Agent harmless from any losses, costs and/or expenses which Administrative Agent sustains or incurs arising from the reemployment of funds obtained by Administrative Agent hereunder or from fees payable to terminate the deposits from which such Purchased Asset as funds were obtained, in each case for the remainder of the Repurchase Dateapplicable thirty (30) day period (“Breakage Costs”). Administrative Agent shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Administrative Agent to be adequate, it being agreed that such statement and the related Seller Party method of its calculation shall pay all amounts due to any Affiliated Hedge Counterparty under be adequate and shall be conclusive and binding upon the related Interest Rate Protection Seller, absent manifest error. f. For the avoidance of doubt, no provision of this Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Assetwaive, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto impair or termination thereof evidencing the release of such Purchased Asset from alter Seller’s rights or Administrative Agent’s or Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsobligations under this Section 4.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date at the Repurchase Date for each Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including the Purchased Assets relating thereto) at the request of Seller. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within one (1) Business Day, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On a. Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and be continuing, and that Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Sellers. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Asset Documents for such Purchased Asset and, to Mortgage Loan violates the extent any UCC financing statement filed against Seller specifically identifies such Purchase Assetapplicable sublimit set forth in the definition of Market Value, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsException Mortgage Loan.

Repurchase. (i) Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller may, in connection with the sale or other disposition of any Underlying Asset subject to Transactions hereunder, cause the removal LEGAL02/44639412v17 of such Underlying Asset from the related Purchased Asset without penalty, fee or premium on any date (an “Optional Repurchase”). The Repurchase Price payable with respect to any such Underlying Asset shall be reduced by any Income applied as provided in clause (ii) below. If Seller intends to make such an Optional Repurchase, Seller shall deliver written notice in the form of Exhibit B attached hereto to Administrative Agent, designating the Underlying Assets to be subject to such Optional Repurchase. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Underlying Assets. Immediately following receipt of the related Repurchase Price by Administrative Agent for the benefit of the applicable Buyers, the related Underlying Asset shall cease to be subject to this Agreement and the other Facility Documents, and Administrative Agent and Buyers shall be deemed to have released all of their Liens and other interests in such Underlying Assets and all Repurchase Assets relating solely to such Underlying Assets without further action by any Person. (ii) On the Repurchase Date for each with respect to any Purchased Asset or Underlying Asset, Seller shall repurchase such Purchased Asset or Underlying Asset, as applicable, and termination of the Transaction will be effected by reassignment to Seller or its designee of such Purchased Asset (or release by Administrative Agent on behalf of the Buyers of its Liens and other interests in such Underlying Asset and all Repurchase Assets relating solely to such Underlying Asset) (and any Income in respect thereof received by Administrative Agent on behalf of Xxxxxx not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 hereof) against the simultaneous transfer of the applicable Repurchase Price to Buyer an account of Administrative Agent maintained for the benefit of Buyers. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Underlying Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Assets except as otherwise provided herein). Seller Parties are obligated to obtain the Asset as of Files from Custodian at Seller’s expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer or Master Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Purchased Asset from Buyer’s security interest thereinMortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $250 (the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent or any Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyers or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and Administrative Agent has received the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under Repurchase Price upon repurchase of the Purchased Mortgage Loans by the related Interest Rate Protection Agreement and Buyer shall transfer Seller, Buyers agree to Seller release their ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed Buyers agree to have simultaneously released its security release their ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On (i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage Loans in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date for each Purchased AssetDate, Seller shall transfer give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Price for Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such Purchased Asset as of date. (iii) On the Repurchase Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage Loans, and the related Transactions hereunder shall terminate, upon simultaneous payment by Seller Party shall pay by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement accrued and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction unpaid Price Differential with respect to all Purchased Mortgage Loans up to and including such Purchased Asset shall terminate. Buyer Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed to have simultaneously released its security interest paid in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner full as of the related Purchased Asset, free and clear of any other interests or Liens created by BuyerRepurchase Date. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.Such

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase DateDate and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the related Seller Party shall pay repurchase of such Purchased Asset would cure such Event of Default or Margin Deficit, as applicable, in all amounts due to any Affiliated Hedge Counterparty under respects and otherwise meets the related Interest Rate Protection Agreement and requirements of this Agreement), Buyer shall transfer to Seller such Purchased Asset, whereupon the such Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed ; provided, however, that, with respect to have simultaneously released its security interest in any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents ) for such Purchased Asset andby reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the extent any UCC financing statement filed against Seller specifically identifies second Business Day after such Purchase AssetRepurchase Date; provided, further, that Buyer shall deliver an amendment thereto have no obligation to transfer to Seller, or termination thereof evidencing the release of any interest in, such Purchased Asset from until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer’s confirmation of the receipt of the Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest thereinof Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created caused by BuyerXxxxx’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined in its discretion, under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Assets from Administrative Agent on behalf of Buyers on each related Repurchase Date. Such obligation to Buyer repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Administrative Agent has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers agree to any Affiliated Hedge Counterparty under release their respective ownership interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. c. With respect to Principal Prepayments in full or part by the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Mortgagor or obligor of a Purchased Asset, whereupon Seller agrees to (i) provide Administrative Agent with a copy of a report from the Transaction with respect to related Servicer indicating that such Purchased Asset shall terminate. Buyer has been paid in full or part; (ii) cause to be paid to Administrative Agent from the Deposit Account such portion of the Purchase Price as shall be deemed payable on the date of receipt of such prepayment; and (iii) provide Administrative Agent a notice specifying each Purchased Asset that has been so prepaid. With respect to Purchased Assets being serviced by Third Party Servicers, the Seller and Servicer shall forward to the Deposit Account all payments of principal to the extent received from the underlying obligor and Third Party Servicer. Administrative Agent and Buyers agree to release their respective ownership interests in Purchased Assets which have simultaneously released been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets without penalty or premium on any Business Day by delivering to Administrative Agent a Request for Repurchase and Confirmation no more than once per week unless consented to in writing by Administrative Agent in its security interest sole discretion. If the Seller intends to make such a repurchase, the Seller shall give at least two (2) Business Days’ prior written notice thereof to the Administrative Agent, designating the Purchased Assets to be repurchased, which notice is revocable. If such notice is given and is not timely revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased AssetAssets. e. If the Seller repurchases, shall authorize Custodian to release to Seller in whole or in part, Purchased Assets on any day that is not the Purchased Asset Documents Repurchase Date or a Price Differential Payment Date for such Purchased Asset andAssets, the Seller shall indemnify the Administrative Agent and hold the Administrative Agent harmless from any actual, out-of-pocket, and not imputed, losses, costs and/or expenses which the Administrative Agent sustains or incurs arising from the reemployment of funds obtained by the Administrative Agent hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). The Administrative Agent shall deliver to the extent Seller a statement setting forth the amount and basis of determination of any UCC financing Breakage Costs in such detail as determined by the Administrative Agent to be adequate, it being agreed that such statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing and the release method of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release its calculation shall be without recourse to Buyer adequate and without representation or warranty by Buyer, except that Buyer shall represent to be conclusive and binding upon the Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsabsent manifest error.

Repurchase. On a. Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers' expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Sellers. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Sellers fail to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Sellers do not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Sellers' right and obligation to repurchase such Mortgage Loan by paying Sellers a price to be set by Buyer in its sole discretion (a "Bid"). Sellers, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Sellers' right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Sellers shall deliver an amendment thereto or termination thereof evidencing pay Buyer a bid fee equal to $250 (the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers' right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date. Such obligation to Buyer repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. For the avoidance of doubt, in connection with a payment of the Repurchase DatePrice with respect to any Designated Mortgage Loan, Seller shall only be entitled to pay either (a) the full Repurchase Price or (b) a portion of the Repurchase Price so long as the remaining outstanding Repurchase Price is at least equal to the Minimum Purchase Price-Incremental 2. To the extent that (i) the Repurchase Date shall have occurred, (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller may request a new Transaction in accordance with the provisions of Section 3 hereof and Administrative Agent shall enter the same. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Seller Party Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall pay all amounts due be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to any Affiliated Hedge Counterparty under have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. ​ With respect to payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Administrative Agent for the Transaction benefit of Buyers, within two Business Days, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Administrative Agent and Buyers agree to release to Seller the their respective interests in Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On (i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage Loans in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date for each Purchased AssetDate, Seller shall transfer give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at [***] prior to the applicable Repurchase Price for Date. Seller shall deliver to Buyer at least [***] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such Purchased Asset as of date. (iii) On the Repurchase Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage Loans, and the related Transactions hereunder shall terminate, upon simultaneous payment by Seller Party shall pay by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement accrued and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction unpaid Price Differential with respect to all Purchased Mortgage Loans up to and including such Purchased Asset shall terminate. Buyer Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed to have simultaneously released its security interest paid in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner full as of the related Purchased Asset, free and clear of Repurchase Date. Such obligation to repurchase exists without regard to any other interests prior or Liens created by Buyer. Any Income intervening liquidation or foreclosure with respect to such any Purchased Asset received by Mortgage Loan. (iv) In addition to any other rights and remedies of Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Datehereunder, Seller shall immediately repurchase all CMBS any Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsMortgage Loan that no longer qualifies as an Eligible Mortgage Loan.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price (as of such date) for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay Records (if any) and all amounts due payable by Seller to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement with such Affiliated Hedge Counterparty relating to such Purchased Asset, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to SellerSeller that, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Facility Termination Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds received by Buyer in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (i) Seller may repurchase Purchased Mortgage LoansAssets without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage LoansAssets in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage LoansAssets may occur simultaneously with a sale of the Purchased Mortgage LoanAsset to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date for each Purchased AssetDate, Seller shall transfer give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage LoansAssets at least [*] prior to the applicable Repurchase Price for Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such Purchased Asset as of date. (iii) On the Repurchase Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage LoansAssets (or in the case of an Underlying Participation Interest, such Underlying Participation Interest will be reassigned from the Series 2023-GOT Trust to the Seller or its designee), and the related Transactions hereunder shall terminate, upon simultaneous payment by Seller Party shall pay by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement accrued and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction unpaid Price Differential with respect to all Purchased Mortgage Loans up to and including such Purchased Asset shall terminate. Buyer Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed to have simultaneously released its security interest paid in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner full as of the related Purchased Asset, free and clear of Repurchase Date. Such obligation to repurchase exists without regard to any other interests prior or Liens created by Buyer. Any Income intervening liquidation or foreclosure with respect to such any Purchased Asset received by Mortgage LoanAsset. (iv) In addition to any other rights and remedies of Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Datehereunder, Seller shall immediately repurchase all CMBS any Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsMortgage Loan that no longer qualifies as an Eligible Mortgage Loan.

Repurchase. On a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Date for each Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. Prior to a Default or Event of Default, Seller may elect to repurchase any Purchased Asset by providing written notice to Buyer in the form of electronic communication. In addition to the foregoing, Buyer, with at least 30 days’ notice, may terminate any Transaction then outstanding and require that Seller repurchase any Purchased Assets related to such Transaction. b. Provided that no Default has occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Assets. With respect to payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller such Purchased Assetremit to Buyer, whereupon within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank Mortgage Loans which have been prepaid in full after payment receipt of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsPrice.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Date, and Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller Party shall pay all amounts due agrees to any Affiliated Hedge Counterparty under (i) provide Buyer with a copy of a report from the related Interest Rate Protection Agreement and Buyer shall transfer to Seller Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer Administrative Agent, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller such Purchased Asset, whereupon immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Administrative Agent and Buyers agree to release to Seller their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Assets from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. Buyer’s costs shall be limited to out-of-pocket costs. b. Provided that no Default or Event of Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. c. With respect to prepayments in full or part by the related Interest Rate Protection Agreement and Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Seller agrees to (i) provide Buyer shall transfer to Seller such Purchased Asset, whereupon with a copy of a report from the Transaction with respect to related Servicer indicating that such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest or Mezzanine Loan has been paid in such Purchased Assetfull or part, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse (ii) pay to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment portion of the Repurchase Price therefor payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset or Mezzanine Loan that has been prepaid. With respect to Purchased Assets or Mezzanine Loan being serviced by Third Party Servicers, the Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets or Mezzanine Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. d. The Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day by delivering to Buyer a Request for Repurchase/Purchase Price Decrease and Confirmation no more than once per week unless consented to in writing by Buyer in its sole discretion. If the Seller intends to make such a repurchase or Purchase Price Decrease, the Seller shall give two (2) Business Days’ prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased or Mezzanine Loans to be reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date or date of the Purchase Price Decrease. If such notice is given, the amount specified in such notice shall be remitted due and payable on the date specified therein, and, on receipt, such amount shall be applied to Seller. Notwithstanding the foregoingRepurchase Price for the designated Purchased Assets. e. If the Seller repurchases, in whole or in part, Purchased Assets or causes a Purchase Price Decrease on any day which is not the Repurchase Date or a Price Differential Payment Date (Aas determined at the time the Buyer locked in the rate of LIBOR) on or before for such Purchased Assets, the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by paying the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). The Buyer shall deliver to the outstanding Repurchase Price therefor Seller a statement setting forth the amount and all other related outstanding Repurchase Obligationsbasis of determination of any Breakage Costs in such detail as determined in good faith by the Buyer to be adequate based on existing market practice, it being agreed that such statement and (B) on or before the Maturity Datemethod of its calculation shall be adequate and shall be conclusive and binding upon the Seller, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsabsent manifest error.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, and (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price nor cause a Margin Deficit, then Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under may request a new Transaction in accordance with the related Interest Rate Protection Agreement provisions of Section 3 hereof and Buyer shall transfer enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On a. Sellers shall repurchase from Buyer the related Purchased Assets on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Buyer or its designee (including the Custodian) then in Buyer’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Buyer in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of the Repurchase DatePrice in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, and as applicable, in order to avoid a Margin Deficit. Such obligation to pay the related Seller Party shall pay all amounts due Optional Partial Prepayment exists without regard to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction prior or intervening liquidation or foreclosure with respect to such any Purchased Asset shall terminateMortgage Loan or Contributed Asset. Buyer shall be deemed Sellers are obligated to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller pay the Optional Partial Prepayment and take physical possession of the Purchased Asset Documents for such Purchased Asset andMortgage Loans or Contributed Assets, as applicable, giving rise to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetOptional Partial Prepayment, Buyer shall deliver an amendment thereto from in the case of Contributed Assets, the REO Subsidiary or termination thereof evidencing its designee (including the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder Custodian) at Sellers’ expense on the related Purchase Optional Partial Prepayment Date. c. Provided that no Default shall have occurred and is continuing, that and Buyer is has received the sole owner related Repurchase Price upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Buyer agrees to release (or permit the release of), as applicable, its ownership interest hereunder in the Purchased Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased AssetMortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any other interests lien, encumbrance or Liens created by claim of Buyer. Any Income Provided that no Default shall have occurred and be continuing, and Buyer has received the applicable Optional Partial Prepayment, Buyer agrees to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Buyer or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Buyer agrees to release its lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to Seller. Notwithstanding the foregoingCollection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement. e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (Aa) on or before Sellers shall (i) notify Buyer in writing that such Purchased Mortgage Loan has become a REO Property and the CMBS Purchased Asset Maturity Datevalue attributed to such REO Property by Sellers, Seller shall repurchase all CMBS Purchased Assets by paying (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the outstanding Repurchase Price therefor representations and all other related outstanding Repurchase Obligationswarranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Buyer a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (Bb) on solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and immediately be deemed contributed or before sold by the Maturity DateSeller that owns it to the REO Subsidiary, Seller and (ii) such REO Property shall repurchase all remaining be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Buyer shall be included in the Market Value of the REO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Assets Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by paying the Buyer or Sellers as applicable, in accordance with this Agreement. f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Buyer in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Buyer and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to make the outstanding Repurchase Price therefor representations and all other outstanding Repurchase Obligationswarranties listed on Schedule 1, Part VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, deliver to Buyer a true and complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to any change in Category shall be paid by the Buyer or Sellers, as applicable.

Repurchase. On the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from the Administrative Agent on behalf of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent, Group Agents or any Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from the Administrative Agent on behalf of Buyers or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and each Group Agent has received its Buying Group’s ratable portion of the related Repurchase Price (based upon the portion of the Purchase Price funded by such Group Agent for such Transaction) upon repurchase of the Purchased Mortgage Loans by the related Seller, Administrative Agent and Buyers agree to release their ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of the related Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Administrative Agent and Group Agents with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to each Group Agent, within two Business Days, its Buying Group’s portion of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Administrative Agent and Group Agents a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed Administrative Agent and Buyers agree to have simultaneously released its security release their ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans and related Purchased Assets (or portions thereof relating to individual Mortgaged Properties) from Buyer on each related Repurchase Date at the related Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release). Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price (or allocable portion thereof in connection with a Mortgaged Property Release) for such Purchased Mortgage Loan on each related Repurchase Date with any excess remitted to Seller unless a Default or an Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the applicable Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction or portion thereof with respect to any or all Purchased Mortgage Loans or individual Mortgaged Properties related thereto and repurchase such Purchased Mortgage Loans (or portions thereof) and related Purchased Assets on any date prior to the Repurchase Date for each (an “Early Repurchase Date”); provided, that; (1) Seller notify Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Asset, Seller shall transfer Mortgage Loan(s) (or portions thereof) to Buyer be repurchased and Seller’s calculation of the Repurchase Price for (or Allocated Repurchase Price, as applicable) thereof; (2) contemporaneously with such Purchased Asset termination, Seller pay to Buyer via the Collection Account (A) if such repurchase occurs during the Funding Period, the related Repurchase Price (or Allocated Repurchase Price, as applicable) in full, or (B) if such repurchase occurs after the expiration of the Repurchase DateFunding Period, and the greater of (i) the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under Repurchase Price (or Allocated Repurchase Price, as applicable) and (ii) 100% of the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Sale Proceeds with respect to such Purchased Asset shall terminate. Mortgage Loan (or portions thereof) or related Mortgaged Property; (3) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit, Default or Event of Default exists or would exist as a result of such repurchase; (4) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof; (5) Seller thereafter complies with Section 4(c) hereof; (6) in the case of a Mortgaged Property Release, (x) Buyer shall be deemed have consented in writing to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Mortgaged Property from the Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer Mortgage Loan, and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of (y) the related Purchased AssetMortgage Loan is, free after giving effect to the release of the repurchased Mortgaged Property or Mortgaged Properties, in compliance with the applicable representations and clear warranties set forth on Schedule 1 hereto; and (7) in connection with a Mortgaged Property Release, Seller thereafter deliver to Buyer or the applicable Custodian a copy of the updated Mortgage or partial release of Mortgage that will be delivered to the recording office for such Purchased Mortgage Loan reflecting the removal of the released Mortgaged Property, and thereafter, a copy of the recorded Mortgage or partial release promptly upon receipt thereof from the applicable recording office. Such early terminations and repurchases shall be limited to one (1) occurrence in any other interests or Liens created calendar week. c. With respect to payments in full by Buyer. Any Income the related Mortgagor of a Purchased Mortgage Loan, Seller shall promptly (and in any event within two (2) Business Days) provide Buyer with a copy of a report from Servicer indicating that such Purchased Mortgage Loan has been paid in full, and promptly remit to the Collection Account the positive difference (if any) of the Repurchase Price due with respect to such Purchased Asset received by Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 7(d). d. Unless a Default or an Event of Default has occurred, upon Bxxxx receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, Bxxxx agrees to release any and all interests (including its ownership interest and any security interest) hereunder in such Purchased Mortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the payment in full of all of the Obligations (other than unmatured indemnification Obligations), Seller may elect to terminate this Agreement without prepayment premium, fee or penalty, and Buyer shall deliver to Seller termination statements and other documents necessary or Waterfall Account Bank after appropriate to evidence the termination of any Liens securing payment of the Repurchase Price therefor shall be remitted Obligations, all at the reasonable expense of Seller. e. Buyer may, in its sole discretion, initiate the termination of the Funding Period by delivering one hundred eighty (180) days’ prior written notice of the termination of the Funding Period to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within one (1) Business Day of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. a. On any Repurchase Date, the Seller shall repurchase the related Purchased Assets from Buyer and remit the Repurchase Date for each Purchased AssetPrice to Buyer. b. On any Release Date, the Seller shall transfer (i) cause the Trust Subsidiary to release such Contributed Crop Loan to Seller and (B) remit to Buyer the Release Price for the related Contributed Crop Loan. c. Seller’s obligation to repurchase (or release and repay, as the case may be) exists without regard to any prior or intervening liquidation with respect to any Purchased Asset or Contributed Crop Loan but liquidation proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset as (or the Release Price for such Contributed Crop Loan) on each Payment Date. Seller is obligated to repurchase and take physical possession (and Buyer is obligated to sell and deliver) of the Purchased Assets and Contributed Crop Loans at Seller’s expense on the related Repurchase Date and/or the related Release Date. d. Provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, and Buyer has received (a) the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of a Purchased Asset or (b) an amount equal to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and applicable Release Price upon release of a Contributed Crop Loan, Buyer shall transfer agrees to Seller such Purchased Asset, whereupon the Transaction with respect to release its ownership interests hereunder in such Purchased Asset shall terminate. Buyer (including, the Repurchase Assets related thereto) and/or their respective indirect beneficial ownership interests in such Contributed Crop Loan (including, the Trust Subsidiary Repurchase Assets related thereto), as applicable, at the request of the Seller Parties and shall be deemed to have simultaneously released its security any such interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests Lien. e. No more than once per calendar week and so long as the Repurchase Price or Liens created by Buyer. Any Income with respect to such Release Price, as applicable, is at least [***], Seller may voluntarily repurchase any Purchased Asset received by Buyer or Waterfall Account Bank after payment cause the release of any Contributed Crop Loan, in each case without penalty or premium (but subject to the obligation to pay a Yield Maintenance Fee when due). If Seller intends to make such a repurchase or cause such a release, Seller shall give at least [***] prior written notice thereof to the Buyer, designating the Purchased Assets or Contributed Crop Loans to be repurchased or released and the amount of the Repurchase Price therefor or Release Price to be paid in connection therewith. Any notice received after [***] (New York City time) shall be remitted to Sellerdeemed received on the following [***]. Notwithstanding On the foregoing, (A) on applicable Repurchase Date or before the CMBS Purchased Asset Maturity Release Date, Seller the amount specified in such notice shall repurchase all CMBS be due and payable on the date specified therein, and, on receipt, such amount shall be applied, in the case of Purchased Assets, to the Repurchase Price for the Purchased Assets designated in such notice or, in the case of Contributed Crop Loans, to repayment of the Purchase Price Increase relating to the Contributed Crop Loans designated in such notice. f. With respect to Principal Prepayments in full or part by paying the related Obligor, Seller agrees to (i) provide or cause to be provided to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, a Servicing Report evidencing that such Contributed Crop Loan has been paid in full or part and (Bii) on or before remit the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying related Release Price to Buyer by deposit into the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsRepo Account in accordance with Section 8(a) below. Buyer agrees to release its ownership interests in the Contributed Crop Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (ii) of the immediately preceding sentence.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within one (1) Business Day of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On a. Seller shall, at the Buyer's option, upon request, repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and Seller or its designee shall take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer will release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller will (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Purchased Asset from Buyer’s security interest thereinMortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $250 (the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. (i) Seller shall repurchase Purchased Mortgage Loans not later than four (4) Business Days following the date of the relevant Transaction, unless Buyer agrees to an extension of the Repurchase Date, and Seller may repurchase Purchased Mortgage Loans without penalty or premium on an earlier date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If Seller intends to make such a repurchase before the Repurchase Date, Seller shall give one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to Seller or their designee of the Purchased AssetMortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the Obligations of Seller pursuant to Section 5), free and clear of any security interest, lien, encumbrance or other restrictions created by Buyer, against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Payment Date except as of otherwise provided herein). Seller is obligated to obtain the Mortgage Files from the applicable Custodian or Buyer or its designee at Seller’s expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (or cause to be remitted) to Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetValue, Buyer shall deliver may, in its sole discretion, redesignate such Mortgage Loan as an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsException Mortgage Loan.

Repurchase. (i) Sellers may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, that a Purchased Asset may be released by Buyer, in its sole discretion, to the extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any day which is not the Repurchase Date for such Purchased Asset (an “Early Repurchase”), Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”) unless Seller shall have given no less than thirty (30) days’ prior written notice thereof to Buyer in which case no Breakage Costs shall be due with respect to such Purchased Asset. In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) SOFR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date for each or Breakage Date, as applicable, termination of the Transaction will be effected by reassignment to Sellers or their designee of the Purchased AssetAssets (and any Income in respect thereof received by Buyer not previously credited or transferred to, Seller shall or applied to the obligations of, Sellers pursuant to Section 5 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date or each Breakage Date, as of applicable, except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date or Breakage Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsas applicable.

Repurchase. On a. Seller shall repurchase the applicable Purchased Mortgage Loans from Buyer on each related Repurchase Date for each at the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset as Mortgage Loan on each Repurchase Date with any excess remitted to Seller unless a Default or Event of Default has occurred). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Seller may terminate any Transaction with respect to any or all Purchased Mortgage Loans and repurchase such Purchased Mortgage Loans (or all Purchased Mortgage Loans) on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that (a) Seller notifies Buyer at least two (2) Business Days before the proposed Early Repurchase Date identifying the Purchased Mortgage Loan(s) to be repurchased and Seller’s calculation of the Repurchase Price thereof, (b) contemporaneously with such termination, Seller pays to Buyer via the Collection Account the related Repurchase Price in full, (c) unless Seller is repurchasing all Purchased Mortgage Loans, Seller delivers a certificate from a Responsible Officer of Seller in form and substance satisfactory to Buyer certifying that no Margin Deficit or Event of Default exists or would exist as a result of such repurchase, (d) if the Early Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under Section 10(b) hereof, and (e) Seller thereafter complies with Section 4(c) hereof. Such early terminations and repurchases shall be limited to three (3) occurrences in any calendar week. c. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller Party shall pay all amounts due to promptly (and in any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and event within one (1) Business Day) provide Buyer shall transfer to Seller with a copy of a report from Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon and promptly remit to the Transaction Collection Account the positive difference (if any) of the Repurchase Price due with respect to such Purchased Asset shall terminate. Mortgage Loan over the prepayment amount remitted to the Collection Account pursuant to Section 7(d). d. Unless a Default or Event of Default has occurred and is continuing, upon Buyer shall be deemed receiving the related Repurchase Price in connection with the repurchase of a Purchased Mortgage Loan, Buyer agrees to have simultaneously released release any interest (including its ownership interest and any security interest interest) hereunder in such Purchased AssetMortgage Loan. Upon repurchase of all Purchased Mortgage Loans and the payment in full of all of the Obligations (other than unmatured indemnification Obligations), shall authorize Custodian Seller may elect to release to Seller the Purchased Asset Documents for such Purchased Asset andterminate this Agreement without prepayment premium, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Assetfee or penalty, and Buyer shall deliver an amendment thereto to Seller termination statements and other documents necessary or appropriate to evidence the termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after securing payment of the Repurchase Price therefor shall be remitted Obligations, all at the expense of Seller. e. Buyer may, in its sole and absolute discretion, initiate the termination of the Funding Period by delivering one hundred eighty (180) days’ prior written notice of the termination of the Funding Period to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Assets from Administrative Agent for the benefit of Buyers on each related Repurchase Date. Such obligation to Buyer repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets and related Asset Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Assets (and the Repurchase Assets related thereto) at the request of Seller. The Purchased Assets (and the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers, and the related Administrative Agent shall execute and deliver such terminations and releases as the Seller Party shall pay all amounts due may reasonably request to any Affiliated Hedge Counterparty under evidence the foregoing. With respect to payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller such Purchased Asset, whereupon promptly remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Administrative Agent and Buyers agree to release their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder Value on the related Purchase Date, that Buyer is the sole owner account of the related Purchased Asset, free GNMA EBO shall be decreased to zero and clear of any other interests or Liens created by Buyer. Any Income with respect Seller shall immediately repurchase such GNMA EBO prior to such Purchased Asset received by Buyer or Waterfall Account Bank after payment the conversion of the Repurchase Price therefor shall be remitted GNMA EBO to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsa real estate owned property.

Repurchase. (i) The Seller may repurchase Purchased Assets without penalty or premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Asset shall be reduced as provided in Section 5(f). If the Seller intends to make such a repurchase, the Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. (ii) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to the Seller or its designee of the Purchased AssetAssets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Payment Date except as of otherwise provided herein). The Seller is obligated to obtain the Asset Files from Buyer or its designee at the Seller's expense on the Repurchase Date. (iii) If the Seller repurchases, and in whole or in part, Purchased Assets, the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under indemnify the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or warranty incurs arising from the reemployment of funds obtained by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on or from fees payable to terminate the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to deposits from which such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, funds were obtained (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations."Breakage Costs"

Repurchase. (a) On the Repurchase Date for each Purchased AssetAsset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing (unless the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under repurchase cures the related Interest Rate Protection Agreement and Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset, Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Purchased Asset Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created caused by (i) Buyer’s actions or inactions or, (ii) in the event Servicer is Wxxxx or an Affiliate of Buyer, the actions or inactions of Servicer. The portion of any Release Amount paid in connection with the repurchase of a Purchased Asset that is in excess of the then current Repurchase Price of the related Purchased Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Facility Termination Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the Purchased Asset being repaid. (c) At any time during the existence of a Default, Event of Default or unsatisfied Margin Deficit, Seller shall not repurchase a Purchased Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer. The portion of all such proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable. (d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer on the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.

Repurchase. On If the Repurchase Date for each Purchased Assetbreach shall involve a representation or warranty set forth in Section 3.02, Seller Countrywide may, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If Countrywide has no Qualified Substitute Mortgage Loan, it shall transfer repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to Buyer the provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such Purchased Asset as repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, Purchaser and Countrywide shall arrange for the reassignment of such Mortgage Loan and release of the Repurchase Date, related Collateral File to Countrywide and the related Seller Party shall pay all amounts due delivery to Countrywide of any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect documents held by Purchaser or its designee relating to such Purchased Asset shall terminateMortgage Loan. Buyer In the event Countrywide determines to substitute a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall, simultaneously with such reassignment, give written notice to Purchaser that substitution has taken place and identify the Qualified Substitute Mortgage Loan(s). In connection with any such substitution, Countrywide shall be deemed to have simultaneously released its security interest made as to such Qualified Substitute Mortgage Loan(s) the representations and warranties except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such Purchased Asset, substitution. Countrywide shall authorize Custodian effect such substitution by delivering to release to Seller Purchaser the Purchased Asset Collateral Documents for such Purchased Asset and, to Qualified Substitute Mortgage Loan(s). Countrywide shall deposit in the extent any UCC financing statement filed against Seller specifically identifies Custodial Account the Monthly Payment less the Servicing Fee due on such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing Qualified Substitute Mortgage Loan(s) in the release month following the date of such Purchased Asset from Buyer’s security interest thereinsubstitution. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income Monthly Payments due with respect to such Purchased Asset Qualified Substitute Mortgage Loans in the month of substitution shall be retained by Countrywide. For the month of substitution, distributions to Purchaser shall include the Monthly Payment due on any repurchased Mortgage Loan in the month of substitution, and Countrywide shall thereafter be entitled to retain all amounts subsequently received by Buyer or Waterfall Account Bank after payment Countrywide in respect of such repurchased Mortgage Loan. For any month in which Countrywide substitutes a Qualified Substitute Mortgage Loan for a repurchased Mortgage Loan, Countrywide shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the Repurchase Price therefor date of substitution is less than the aggregate Stated Principal Balance of all repurchased Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be remitted distributed by Countrywide in the month of substitution pursuant to SellerSection 5.01. Notwithstanding Accordingly, on the foregoingdate of such substitution, (A) on or before Countrywide shall deposit from its own funds into the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying Custodial Account an amount equal to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsamount of such shortfall.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including Custodian) at Seller’s expense on the related Repurchase Date. To the extent that (i) the Repurchase Date shall have occurred, and (ii) there exists no Default, (iii) Seller wishes to enter into a new Transaction with respect to the related Mortgage Loans, (iv) such Mortgage Loans have a Market Value in excess of zero and (v) the Purchase Price shall not cause the aggregate Purchase Price of all Transactions to exceed the Maximum Regular Way Committed Purchase Price nor cause a Margin Deficit, then Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under may request a new Transaction in accordance with the related Interest Rate Protection Agreement provisions of Section 3 hereof and Buyer shall transfer enter the same. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Asset Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within one (1) Business Day following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received amount paid by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor its Affiliate to terminate Seller’s right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at such Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in the Mortgage Loans (including, the Mortgage Files) at the request of the related Seller Party shall pay all amounts due upon repurchase of Purchased Mortgage Loans by such Seller. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to release to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing Affiliate of Buyer may offer to terminate the release of related Seller's right and obligation to repurchase such Purchased Asset from Buyer’s security interest thereinMortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a "Bid"). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to The related Seller, to within five (5) Business Days of receipt of Buyer's bid (the extent that good title was transferred and assigned by Seller to Buyer hereunder on "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating the related Purchase Date, that Seller's right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer is a bid fee equal to $250 (the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Purchased Asset received Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or Waterfall Account Bank after payment of its Affiliate to terminate the Repurchase Price therefor Sellers' right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, the related Seller shall transfer to Buyer the Repurchase Price (as of such date) for such Purchased Asset as of the Repurchase Dateand related Records (if any), and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Sellersuch Seller that, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to the related Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Facility Termination Date, the related Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds received by Buyer in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On the Repurchase Date for each Purchased Asset, a. The related Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The related Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price, Buyer agrees to release its ownership interest hereunder in the Mortgage Loans (including, the Mortgage Files) at the request of the related Seller Party shall pay all amounts due upon repurchase of Purchased Mortgage Loans by such Seller. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, the Sellers agree to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if the related Seller does not notify Buyer within five (5) Business Days of such violation that it does not want to release to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing Affiliate of Buyer may offer to terminate the release related Seller’s right and obligation to repurchase such Mortgage Loan by paying such Seller a price to be set by Buyer in its sole discretion (a “Bid”). The related Seller, within five (5) Business Days of such Purchased Asset from receipt of Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on terminating the related Purchase Date, that Seller’s right and obligations to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. The Sellers shall pay Buyer is a bid fee equal to $250 (the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted and such Purchased Asset received Bid Fee shall be due and payable to Buyer by the Violation Deadline. Any amount paid by Buyer or Waterfall Account Bank after payment of its Affiliate to terminate the Repurchase Price therefor Sellers’ right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, provided that no Margin Deficit, Default or Event of Default exists or will result from such repurchase (and would not be fully cured after applying the related Repurchase Price in accordance with Section 5.02), Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as (or in the case of a Sale and Disposition with respect to an Underlying Asset, the Repurchase Date, and Net Liquidation Proceeds) to the related Seller Party shall pay all amounts due Waterfall Account pursuant to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased AssetSection 5.01, whereupon the Transaction with respect to such repurchased Purchased Asset Assets will terminate and the outstanding Repurchase Price for the repurchased Purchased Assets shall terminatebe reduced by the Purchase Price for such Purchased Assets remitted to the Waterfall Account. Subject to the penultimate sentence of this Section 3.05, upon receipt of the Repurchase Price for the related Purchased Assets (which Repurchase Price may be paid with funds received in connection with a Sale and Disposition of related Underlying Assets), Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, Asset and shall authorize Custodian to release to Seller or its designee the Purchased Underlying Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to the repurchase of such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity DateFacility Termination Date and if no Default or Event of Default exists, the Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. (i) The Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(e). If the Seller intends to make such a repurchase, the Seller shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date for each Date, termination of the Transaction will be effected by reassignment to the Seller or its designee of the Purchased AssetMortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as of otherwise provided herein). The Seller is obligated to obtain the Mortgage Files from Buyer or its designee at the Seller’s expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the such Transaction with respect to such Purchased Asset shall terminate; provided, however, that (i) with respect to any Default that is cured prior to the expiration of any applicable cure period, Buyer shall transfer the applicable Purchased Asset to Seller upon Buyer’s determination, in its sole discretion, that the applicable Default has been timely cured, whereupon such Transaction with respect to such Purchased Asset shall terminate, and (ii) with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsObligations provided, however, to the extent that the Maturity Date occurred under clause (c) of the definition thereof, Buyer agrees, for purposes of this sentence, to treat Seller no differently than it treats other similarly situated customers in similar transactions. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, unless such unsatisfied Margin Deficit, uncured Default or Event of Default is cured in its entirety by such repurchase, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, with all such amounts to be applied by Buyer in accordance with Article 5. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(f). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If the Purchased Mortgage Loans repurchased are TPO Mortgage Loans, such notice shall be given on or before 3:00 p.m. (New York time) one (1) Business Day prior to the Repurchase Date. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. (ii) On the Repurchase Date Date, termination of the Transaction will be effected by reassignment to the applicable Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. With respect to Purchased Mortgage Loans that are TPO Mortgage Loans for each which the Takeout Investor is New Century Mortgage Corporation, the Disbursement Agent shall issue a new Trust Receipt and the Repurchase Price shall be transferred on or before 3:00 p.m. (New York time) on the Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Payment Date except as of otherwise provided herein). The Sellers are obligated to obtain the Mortgage Files from Buyer or its designee at the Sellers’ expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of such Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Date, and Assets related thereto) at the request of Seller. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller Party shall pay all amounts due agrees to any Affiliated Hedge Counterparty under (i) provide Buyer with a copy of a report from the related Interest Rate Protection Agreement and Buyer shall transfer to Seller Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in clause (vi) or clause (vii) of the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Purchased Asset from Buyer’s security interest thereinMortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $250 (the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release Seller shall be without recourse pay Buyer a bid fee equal to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to $150 (the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement Agreement, if any, and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit resulting in a Margin Call exists, Buyer shall transfer to Seller such Purchased Asset, whereupon the such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Servicer, Buyer or Waterfall Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before no later than the Maturity Date, Seller shall repurchase all remaining Purchased Assets Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Administrative Agent for the benefit of Buyers on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer Administrative Agent, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller such Purchased Asset, whereupon immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Administrative Agent and Buyers agree to release to Seller their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each the related Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller concurrently with such Purchased Assetrelease, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer. c. With respect to prepayments in full or part by the related Mortgagor or obligor of a Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest has been paid in full or part, (ii) pay to Buyer the portion of the Repurchase Price payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest that has been prepaid. With respect to Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests being serviced by Third Party Servicers, the Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the second preceding sentence, and concurrently with such release, Buyer shall be deemed to have transferred its ownership interest in such Purchased Assets to the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer. d. The Seller may voluntarily repurchase Purchased Assets or request a Purchase Price Decrease without penalty or premium on any Business Day. If the Seller intends to make such a repurchase or Purchase Price Decrease, the Seller shall give two (2) Business Days' prior written notice thereof to the Buyer, designating the Purchased Assets, Mezzanine Loans or Mezzanine Loan Junior Interests to be repurchased, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date. If such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. Buyer agrees to release its ownership interest in Purchased Assets, or release its security interest in the Mezzanine Loans and Mezzanine Loan Junior Interests, immediately upon receipt of such Repurchase Price, and concurrently with such release, Buyer shall be deemed to have transferred its ownership interest in such Purchased Asset, shall authorize Custodian Assets to release the Seller. Buyer agrees to deliver to Seller such instruments of further assurance as Seller may reasonably request to evidence such transfer e. If the Seller repurchases, in whole or in part, or causes a Purchase Price Decrease with respect to, Purchased Asset Documents Assets, Mezzanine Loans or Mezzanine Loan Junior Interests on any day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Asset andAssets, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing indemnify the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or warranty incurs arising from the reemployment of funds obtained by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on or from fees payable to terminate the related Purchase Datedeposits from which such funds were obtained, that Buyer is in each case for the sole owner remainder of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, applicable 30-day period (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations."Breakage Costs"

Repurchase. On a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Date for each Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Event of Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Assets. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) immediately provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. Seller shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of repurchase the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Agency Securities from Buyer or Waterfall Account Bank after payment of on each related Repurchase Date at the Repurchase Price therefor shall be remitted to Seller. Notwithstanding so long as the foregoing, (A) Purchased Agency Securities remain on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets Buyer’s Federal Book Account and have not previously been purchased by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsa Takeout Broker Dealer.

Repurchase. On (i) Sellers may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, a Purchased Asset may be released by Buyer, in its good faith discretion, to the extent Sellers deliver to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Sellers repurchase a Purchased Asset on any day which is not the Repurchase Date for each such Purchased AssetAsset (an “Early Repurchase”), Seller Sellers shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Sellers shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) LIBOR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Sellers or their designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as of otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Buyer at Sellers’ expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On a. Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Asset (but liquidation or foreclosure proceeds received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. If any Purchased Asset is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any Breakage Costs (as defined below) relating thereto. b. Provided that no Default or Event of Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Sellers. c. With respect to prepayments in full or part by the related Interest Rate Protection Agreement and Mortgagor or obligor of a Purchased Asset or Mezzanine Loan, Sellers agree to (i) provide Buyer shall transfer to Seller such Purchased Asset, whereupon with a copy of a report from the Transaction with respect to related Servicer indicating that such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest or Mezzanine Loan has been paid in such Purchased Assetfull or part, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse (ii) pay to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment portion of the Repurchase Price therefor payable pursuant to Paragraph 4(a) above within one Business Day of receipt of such prepayment and (iii) provide Buyer a notice specifying each Purchased Asset or Mezzanine Loan that has been prepaid. With respect to Purchased Assets or Mezzanine Loan being serviced by Third Party Servicers, any Seller or Mezzanine Loan Subsidiary, as applicable, and Servicer shall forward all payments to the Buyer to the extent received from the underlying obligor and Third Party Servicer. Buyer agrees to release its ownership interest in Purchased Assets or Mezzanine Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. d. The Sellers may voluntarily repurchase Purchased Mortgage Loans or request a Purchase Price Decrease without penalty or premium on any Business Day. If the Sellers intends to make such a repurchase or Purchase Price Decrease, the Sellers shall give two (2) Business Days’ prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased or Mezzanine Loans to be reconveyed, which notice is irrevocable if not revoked prior to the date one (1) Business Day prior to the proposed Repurchase Date or date of the Purchase Price Decrease. If such notice is given, the amount specified in such notice shall be remitted due and payable on the date specified therein, and, on receipt, such amount shall be applied to Sellerthe Repurchase Price for the designated Purchased Assets. e. If the Sellers repurchase, in whole or in part, Purchased Assets or causes a Purchase Price Decrease on any day which is not the Repurchase Date or a Price Differential Payment Date (as determined at the time the Buyer locked in the rate of LIBOR) for such Purchased Assets, the Sellers shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable LIBOR Period (“Breakage Costs”). The Buyer shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Sellers, absent manifest error. f. Xxxxxxx may at any time, and from time to time, effectuate a decrease in Purchase Price (a “Purchase Price Reduction”) by sending a Transaction Request to the Buyer at least one (1) Business Day prior to the date that the Sellers intend to effectuate such Purchase Price Reduction, specifying the date of the Purchase Price Reduction (a “Purchase Price Reduction Date”). The Purchase Price Reduction amount shall be due and payable in cash on the Purchase Price Reduction Date specified therein. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase any Purchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsReduction must be in an amount not less than $1,000,000.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller's expense on the related Repurchase Date, and . b. Provided that Buyer has received the related Seller Party shall pay Repurchase Price upon repurchase of all amounts due of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller's right and obligation to repurchase such Purchased Asset from Buyer’s security interest thereinMortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a "Bid"). Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, within five (5) Business Days of receipt of Buyer's bid (the "Violation Deadline") may, in its sole discretion, either (i) accept Buyer's bid, terminating Seller's right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the extent that good title was transferred and assigned by Mortgage Loan at the Repurchase Price in accordance with this Section 4. Seller shall pay Buyer a bid fee equal to Buyer hereunder on $250 (the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income "Bid Fee") with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller's right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On a. Sellers shall repurchase from Administrative Agent for the benefit of Buyers the related Purchased Assets on each related Repurchase Date for each Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan or Contributed Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall transfer be applied to Buyer reduce the Repurchase Price for the related Purchased Mortgage Loans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Administrative Agent or its designee (including the Custodian) then in Administrative Agent’s or its designee’s possession at Sellers’ expense on the related Repurchase Date. b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent for the benefit of Buyers in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of the Repurchase DatePrice in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, and as applicable, in order to avoid a Margin Deficit. Such obligation to pay the related Seller Party shall pay all amounts due Optional Partial Prepayment exists without regard to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction prior or intervening liquidation or foreclosure with respect to such any Purchased Asset Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date. c. Provided that no Default shall terminate. Buyer have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have simultaneously released its security interest their respective interests hereunder in such the Purchased AssetMortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, be retransferred by delivery to the extent any UCC financing statement filed against applicable Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release designee of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests lien, encumbrance or Liens created by Buyerclaim of Administrative Agent or the Buyers. Any Income Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary. d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to Seller. Notwithstanding the foregoing, (A) Collection Account on or before each Payment Date in accordance with the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer terms of the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Subsidiary Agreement.

Repurchase. On each Repurchase Date: (a) the Repurchase Date for each Purchased Asset, Seller Association shall transfer pay to Buyer the Repurchase Price for such Purchased Asset as Lender an amount equal to the amount of the Repurchase Proceeds received by it on that Repurchase Date; (b) the principal amount of the Loan shall be irrevocably reduced by the amount of the Repurchase Principal for that Repurchase Date; and (c) subject to the payment required by paragraph (a) being made and received by the Lender, the payment obligations of the Association under or pursuant to the Finance Documents in respect of the Loan (including in relation to any accrued and unpaid interest and other amounts payable) and relating to those Repurchase Securities on such Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest be satisfied in such Purchased Asset, shall authorize Custodian full. If after a Repurchase Date the Association is to release to Seller receive any Repurchase Make-up Interest from the Purchased Asset Documents for such Purchased Asset and, Issuer in cash pursuant to the extent Securities Terms and Conditions, the Issuer shall transfer to the Lender the amount of any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing Repurchase Make-up Interest on the release of date that such Purchased Asset from Buyer’s security interest thereinRepurchase Make-up Interest is received by it under the Securities Terms and Conditions. Any such transfer or release shall be without recourse to Buyer If and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller any Repurchase Make-up Interest to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset be received by Buyer the Association from AEGON pursuant to the Securities Terms and Conditions is received in the form of Securities Scrip Interest rather than in cash, the Association shall pay or Waterfall Account Bank after payment transfer to the Lender such Securities Scrip Interest. If a Tax Deduction is required to be made by AEGON in respect of Repurchase Proceeds or Repurchase Make-up Interest paid to the Repurchase Price therefor Association under the Securities Terms and Conditions and such Tax Deduction is made, then (a) the Association shall be remitted pay to Seller. Notwithstanding the foregoing, (A) on or before Lender the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets amount actually received by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligationsit from AEGON net of such Tax Deduction, and (Bb) on or before the Maturity Date, Seller Association shall repurchase all remaining Purchased Assets by paying assign to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsLender its refund claim in respect of such Tax Deduction in accordance with the provisions of Subclause 9.3 (Assignment of Refund Claim).

Repurchase. On (i) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. In addition, Sellers may repurchase Purchased AssetAssets without penalty or premium on any date. If Sellers intend to make such a repurchase, Seller Sellers shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Assets to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Remittance Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Sellers. The Purchased Assets (including the Repurchase Assets related thereto) shall pay all amounts due be delivered to Sellers or their designees free and clear of any Affiliated Hedge Counterparty under lien, encumbrance or claim. With respect to payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Mortgagor of a Purchased Asset, whereupon Sellers agree to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Assets which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. Any Repurchase Price remitted to Buyer, including any amount paid by any third party in connection with a Purchased Asset, shall authorize be deposited in an account maintained by Buyer or with the Custodian for the benefit of the Buyer. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to release to Seller Sellers or their designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Sellers pursuant to Section 6) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset Documents (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset and, on each Repurchase Date except as otherwise provided herein). Sellers are obligated to obtain the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Mortgage Files from Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder at Sellers’ expense on the related Purchase Repurchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the such Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, Asset shall authorize the Custodian to release to Seller the Purchased Asset Documents for any and all documents and instruments related to such Purchased Asset Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s 's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related such Purchased Asset, free and clear of any other interests or Liens created caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Securities Account Bank after payment of the Repurchase Price therefor shall shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Facility Termination Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On a. Seller shall repurchase each Purchased Asset from Administrative Agent on the applicable Repurchase Date at the Repurchase Date Price for each such Purchased Asset, Seller . Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Administrative Agent shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Administrative Agent or its designee (including the Custodian) at Seller’s expense one Business Day after the related Repurchase Date. Provided that no Default shall have occurred and is continuing, Seller may elect to repurchase any Purchased Asset at any time by providing the necessary documentation to identify the Purchased Assets, Repurchase Date and Repurchase Price to be remitted for each Purchased Mortgage Loan . - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.22 b. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Assets, Administrative Agent and Buyer agrees to any Affiliated Hedge Counterparty under release their respective ownership interests hereunder in the Purchased Assets. With respect to payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer Mortgagor of a Purchased Mortgage Loan, Seller agrees to Seller (i) immediately provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon and (ii) remit to Administrative Agent, within two (2) Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans. Administrative Agent and Buyer shall be deemed agrees to have simultaneously released its security release their respective ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer evidence of compliance with clauses (i) and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner (ii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On (i) Seller may not repurchase any Purchased Asset prior to the related Repurchase Date; provided, however, a Purchased Asset may be released by Buyer, in its good faith discretion, to the extent Seller delivers to Buyer Additional Purchased Assets with an Asset Value at least equal to the Asset Value of the released Purchased Asset. Upon the substitution thereof, the Additional Purchased Assets will be deemed Purchased Assets and are subject to the terms and provisions hereof and in the related Transaction Confirmation. (ii) Subject to Buyer’s approval, in the event Seller repurchases a Purchased Asset on any day which is not the Repurchase Date for each such Purchased AssetAsset (an “Early Repurchase”), Seller shall indemnify Buyer and hold Buyer harmless from fees payable to terminate the deposits from which such funds were obtained (the “Breakage Costs”). In addition to the foregoing, to the extent such Early Repurchase occurs on or before the Repurchase Date (the “Breakage Date”), Seller shall pay the Breakage Costs equal to the product of (i) the number of days between the Breakage Date and the applicable Repurchase Date (“Breakage Days”), (ii) the sum of (x) LIBOR (calculated on the applicable Purchase Date) and (y) the Pricing Spread, and (iii) the outstanding Purchase Price on the Breakage Date. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as of otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer at Seller’s expense on the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On the Repurchase Date for each Purchased Asset, vi. Each Seller shall transfer repurchase the related Purchased Assets from Administrative Agent for the benefit of Buyers on each related Repurchase Date. In addition, each Seller may repurchase Purchased Assets or effect an Optional Repurchase with respect to Buyer Purchased Assets or Contributed Mortgage Loans without penalty on any date. If a Seller intends to make such a repurchase, such Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the Purchased Assets or Contributed Mortgage Loans to be repurchased and to the extent the Purchased Asset or Contributed Mortgage Loan is being sold to a third party, the requested price therefor. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset or Contributed Mortgage Loan (but foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Asset or Contributed Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). To the extent the Repurchase Price is being satisfied in connection with a sale of the related Purchased Asset or Contributed Mortgage Loan to a third party, the Administrative Agent shall have (x) a right of first refusal with respect to such sale and (y) to the extent the sales price is less than 103% of the Repurchase Price, such sales price or securitization proceeds (including the value of any retained interests) shall be approved by the Administrative Agent which such approval shall not be unreasonably withheld or delayed. Each Seller is obligated to (i) repurchase and take physical possession of the Purchased Assets or Contributed Mortgage Loans from Administrative Agent or its designee (including the Custodian) at such Seller’s expense on the related Repurchase Date and (ii) XXXXXXXXXXXXXXXXXXXXXXXXXXXX of (x) the Repurchase Date and (y) the Termination Date. vii. Subject to Section 14(r) and the repurchase conditions set forth in Section 4(a) hereof, when the Contributed Mortgage Loans or Purchased Assets, as applicable, supporting a portion of the Purchase Price of the Transaction related to the Contributed Mortgage Loans or Purchased Assets are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent of the Allocated Repurchase Price attributable to such Contributed Mortgage Loans in order to prepay the applicable Allocated Repurchase Price (an “Optional Repurchase”) in an amount equal to the applicable Allocated Repurchase Price on each date such Purchased Assets or Contributed Mortgage Loans, as applicable, are desired to be repurchased, sold or otherwise liquidated (each, an “Optional Repurchase Date”). Such payment shall serve as a partial prepayment of the Repurchase Price in connection with the Transaction in respect of such Purchased Assets or Contributed Mortgage Loans, as applicable. The applicable Seller shall pay the Allocated Repurchase Price and take (or cause its designee to take) physical possession of the Purchased Assets or Contributed Mortgage Loans, as applicable, from the Transaction Subsidiary or its designee (including the Custodian) at such Seller’s expense on the related Optional Repurchase Date. Immediately following such payment, the related Purchased Asset or Contributed Mortgage Loan, as applicable, shall cease to be subject to this Agreement and the other Program Agreements, and Administrative Agent shall be deemed to have released all of its Liens, claims and interests in such Purchased Asset or Contributed Mortgage Loan, as applicable, without further action by any Person and shall direct Custodian to release the related Asset File to such Seller Party or its designee pursuant to the Custodial Agreement. viii. Provided that no Event of Default shall pay all amounts due to any Affiliated Hedge Counterparty under have occurred and is continuing or will be cured upon such repurchase, and Administrative Agent has received the related Interest Rate Protection Agreement Allocated Repurchase Price (excluding accrued and Buyer unpaid Price Differential, which, for the avoidance of doubt, shall transfer be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Assets, Administrative Agent and Buyers will each be deemed to have released their respective Liens, claims and interests hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of the applicable Seller. The Purchased Assets (including the Repurchase Assets related thereto) shall be delivered to such Seller such free and clear of any Lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Purchased Asset, whereupon each Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the Transaction benefit of Buyers the Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian Administrative Agent and Buyers agree to release to Seller their respective Liens, claims and interests in Purchased Assets which have been prepaid in full after receipt of evidence of compliance with the Purchased Asset Documents for such Purchased Asset andimmediately preceding sentence. ix. For the avoidance of doubt, notwithstanding that the Maximum Aggregate Purchase Price may be repaid in full, this Agreement shall remain in full force and effect to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsObligations remain outstanding.

Repurchase. On (i) Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetAssets without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Assets to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Remittance Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. (ii) Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Assets (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Mortgagor of a Purchased Asset, whereupon Seller agrees to immediately remit (or cause to be remitted) to Buyer the Transaction Repurchase Price with respect to such Purchased Asset shall terminateAsset. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Assets which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. Any Repurchase Price remitted to Buyer, including any amount paid by any third party in connection with a Purchased Asset, shall authorize be deposited in an account maintained by Buyer or with the Custodian to release for the benefit of the Buyer. (iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset Documents (but liquidation or foreclosure proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset and, on each Repurchase Date except as otherwise provided herein). Seller is obligated to obtain the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Mortgage Files from Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyerat Seller’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder expense on the related Purchase Repurchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Repurchase. On a. Sellers shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each without penalty or premium. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Seller Mortgage Loan (but liquidation or foreclosure proceeds as well as principal payments and margin payments received by Buyer shall transfer be applied to Buyer reduce the Repurchase Price for such Purchased Asset Mortgage Loan and such deductions shall be accounted for on each Price Differential Payment Date except as otherwise provided herein). Sellers are obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer shall pay all amounts due immediately terminate and release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days of such Seller’s receipt from the Transaction Servicer of cash proceeds of any such Mortgagor’s payment in connection with a Purchased Mortgage Loan, the Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Sellers fail to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Sellers do not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Sellers’ right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Sellers a price to be set by Buyer in its sole discretion (a “Bid”). Sellers, within five (5) Business Days of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Sellers’ right to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release Sellers shall be without recourse pay Buyer a bid fee equal to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to $250 (the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers’ right to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim not permitted under paragraph (j) of Schedule 1 hereto. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to immediately remit (or cause to be remitted) to Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence. c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Purchased AssetMortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, shall authorize Custodian and if Seller fails to release notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to Seller the Purchased Asset Documents receive a bid for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase AssetMortgage Loan as described below, Buyer shall deliver or an amendment thereto or termination thereof evidencing the release Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Purchased Asset from Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller, within five (5) Business Days of receipt of Buyer’s security interest thereinbid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any such transfer or release Seller shall be without recourse pay Buyer a bid fee equal to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to $250 (the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income “Bid Fee”) with respect to such Purchased Asset received by each Mortgage Loan on which Buyer or Waterfall Account Bank after payment its Affiliate makes a Bid, regardless of whether the Repurchase Price therefor Bid is accepted and such Bid Fee shall be remitted due and payable to Seller. Notwithstanding the foregoing, (A) Buyer on or before the CMBS Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Asset Maturity Date, Seller Mortgage Loan if a Bid is accepted pursuant to this Section shall repurchase all CMBS Purchased Assets be applied by paying to Buyer toward the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before for the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsapplicable Transaction.

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall shall, at Seller’s request, authorize Custodian to promptly release to Seller the Purchased Asset Whole Loan Documents or Senior Interest Documents for such Purchased Asset, deliver terminations of security documents specifically relating to such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created caused by (a) Buyer’s actions or inactions and (b) so long as Servicer is Buyer or an Affiliate of Buyer, the actions or inactions of Servicer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an uncured Event of Default, one-hundred percent (100%) of the net proceeds due from an Underlying Obligor in connection with the payoff of an underlying Whole Loan by such Underlying Obligor shall be paid directly to Buyer towards payment of the Repurchase Obligations of the related Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in Buyer’s discretion to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. On (i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to repurchase Purchased Mortgage Loans in accordance with this Section 3(e) and Section 4. Any repurchase of Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan to a third-party purchaser, including in connection with a securitization transaction. (ii) In connection with each Repurchase Date for each Purchased AssetDate, Seller shall transfer give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Price for Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such Purchased Asset as of date. (iii) On the Repurchase Date, subject to the conditions set forth herein, Buyer shall sell and deliver to Seller or its designee, the Purchased Mortgage Loans, and the related Transactions hereunder shall terminate, upon simultaneous payment by Seller Party shall pay by wire to the Collection Account (or other account as designated by the Buyer in writing) of the Repurchase Price, together with all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement accrued and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction unpaid Price Differential with respect to all Purchased Mortgage Loans up to and including such Purchased Asset shall terminate. Buyer Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed to have simultaneously released its security interest paid in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner full as of the related Purchased Asset, free and clear of Repurchase Date. Such obligation to repurchase exists without regard to any other interests prior or Liens created by Buyer. Any Income intervening liquidation or foreclosure with respect to such any Purchased Asset received by Mortgage Loan. (iv) In addition to any other rights and remedies of Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Datehereunder, Seller shall immediately repurchase all CMBS any Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase ObligationsMortgage Loan that no longer qualifies as an Eligible Mortgage Loan.

Repurchase. On a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date for each Date. In addition, Seller may repurchase Purchased AssetMortgage Loans without penalty or premium on any date. If Seller intends to make such a repurchase, Seller shall transfer give one (1) Business Day’s prior written notice to Buyer, designating the Purchased Mortgage Loans to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer hereby releases its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit but in no event later than two (2) Business Days (or cause to be remitted) to Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.

Repurchase. On the Repurchase Date for each Purchased Asset, (a) Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on the 5th day of each month (or, if such day is not a Business Day, on the immediately succeeding Business Day) except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee at Seller’s expense on the related Repurchase Date. (b) Provided that no Default shall have occurred and be continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be delivered to Seller Party shall pay all amounts due free and clear of any lien, encumbrance or claim. With respect to any Affiliated Hedge Counterparty under payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence. (c) In the event that at any time prior to the Repurchase Date Buyer determines that any Purchased Mortgage Loan has become ineligible hereunder, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such ineligibility that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to nonetheless purchase such Mortgage Loan by paying Seller a price to be set by Buyer in its sole discretion (a “Bid”). Seller may, within five (5) Business Days after receipt of a Bid (the “Violation Deadline”), in its sole discretion, either (i) accept the Bid, or (ii) immediately repurchase the Mortgage Loan at the applicable Repurchase Price. In all events, Seller shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is accepted, and such Bid Fee shall be deemed due and payable to Buyer on or before the Violation Deadline. Any amount paid by Buyer or its Affiliate Bid is accepted pursuant to this Section shall be applied by Buyer toward the Repurchase Price for the related Transaction. Seller acknowledges and agrees that the provisions of this Section 4(c) do not in away way extend, waive or amend Seller’s absolute obligation to repurchase Mortgage Loans, including a Mortgage Loan with respect to which a Bid was accepted, upon the occurrence of a related Repurchase Date. (d) Provided that no Default shall have simultaneously released its security interest in such Purchased Assetoccurred and be continuing, shall authorize Custodian if Seller desires that Buyer send a Mortgage Note and the related Mortgage to release a Take-out Investor, rather than to Seller the Purchased Asset Documents for such Purchased Asset anddirectly, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyerin connection with Seller’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner repurchase of the related Purchased AssetMortgage Loan, free then Seller shall prepare and clear of any other interests or Liens created by Buyer. Any Income with respect send to Buyer not less than three (3) Business Days prior to the requested shipping date shipping instructions to instruct Buyer when and how to send such Mortgage Note and related Mortgage to such Purchased Asset received by Take-out Investor. Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) send each Mortgage Note and related Mortgage on or before the CMBS Purchased Asset Maturity date specified for shipment in the shipping instructions as specified by Buyer to Seller in writing from time to time. If Seller instructs Buyer to send a Mortgage Note and related Mortgage before the related Repurchase Date, Buyer will send the Mortgage Note and related Mortgage under a bailee letter in substantially the form attached hereto as Exhibit K. If Seller does not provide Buyer with shipping instructions with respect to a Mortgage Loan, Buyer shall repurchase all CMBS Purchased Assets by paying send the Mortgage Note and related Mortgage to Seller at such time as Buyer receives the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationstherefor.

Repurchase. On the Repurchase Date for each Purchased Asset, a. Seller shall transfer repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. b. The Seller may repurchase any or all of the Purchased Mortgage Loans upon one (1) Business Day’s prior written notice thereof by the Seller to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. Said Repurchase Price shall be accompanied by the Exit Fee described in Section 4.c below in those circumstances when an Exit Fee is payable under Section 4.c below. c. Upon the repurchase of any Purchased Mortgage Loan subject to a Transaction hereunder other than a Purchased Mortgage Loan (x) which the Seller is obligated to repurchase or has the specific right to repurchase pursuant to Sxxxxxx 0.x, Xxxxxxx 0.x, Section 10.b(7), Section 11.b, or Section 22 or (y) with respect to which Buyer has advised Seller will not be included in a securitization pursuant to the Program Agreement, the Seller shall pay to the Buyer a fee in an amount equal to 1.00% of the outstanding principal balance of such Mortgage Loan as of the Repurchase Datedate on which such Purchased Mortgage Loan is removed (the “Exit Fee”), such Exit Fee to be paid in Dollars, in immediately available funds, without deduction, set-off or counterclaim to the account set forth in Section 9 hereof. d. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Seller Party shall pay all amounts due Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to any Affiliated Hedge Counterparty under release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. With respect to payments in full by the related Interest Rate Protection Agreement and Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer shall transfer to Seller with a copy of a report from the related Servicer indicating that such Purchased AssetMortgage Loan has been paid in full, whereupon (ii) remit to Buyer, within two Business Days, the Transaction Repurchase Price with respect to such Purchased Asset shall terminateMortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer shall be deemed agrees to have simultaneously released release its security ownership interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release Mortgage Loans which have been prepaid in full after receipt of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner evidence of compliance with clauses (i) through (iii) of the related Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligationsimmediately preceding sentence.