Common use of Mandatory Repurchase Clause in Contracts

Mandatory Repurchase. (i) If at any time there has occurred a Purchased Asset Issue with respect to any Purchased Asset, then the Asset Value thereof shall automatically be reduced to zero (unless otherwise determined by Buyer in its sole discretion) and Buyer may, in its sole discretion, with notice to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price of the related Purchased Asset and any other amounts then due and payable by Seller with respect to such Purchased Asset. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

Mandatory Repurchase. (i) If at any time there has occurred a Purchased Asset Issue with With respect to any Purchased Asset, then within three (3) Business Days after the Asset Value thereof shall automatically be reduced earlier to zero occur of (unless otherwise determined by Buyer in its sole discretioni) Seller obtaining knowledge that a Mandatory Early Repurchase Event has occurred and Buyer may, in its sole discretion, is continuing with notice respect to the Seller detailing the basis by which Buyer has determined that such a Purchased Asset Issue or (ii) receipt of written notice from 4895-1210-4939v.10 Purchaser that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset (as such notice is more particularly set forth belowdate, a the “Mandatory Early Repurchase Date” and such notice, the “Mandatory Early Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be terminate the basis for any relevant Transaction and repurchase such Purchased Asset Issueand pay to Purchaser cash in an amount equal to the Repurchase Price for such Purchased Asset; provided, butthat if Seller notifies Purchaser in writing that it does not have sufficient cash on hand to repurchase such Purchased Asset by the third (3rd) Business Day following the Business Day on which Seller receives from Purchaser the applicable Mandatory Early Repurchase Notice, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, then Seller shall ensure have until the close of business on the eleventh (11th) Business Day following the Business Day on which Seller received the Mandatory Early Repurchase Notice to terminate the relevant Transaction and repurchase such Purchased Asset and pay to Purchaser cash in an amount equal to the Repurchase Price for such Purchased Asset so long as Seller (x) makes a cash payment towards the obligation to pay the Repurchase Price of such Purchased Asset within three (3) Business Days following the Business Day on which Seller received the Mandatory Early Repurchase Notice in an amount equal to all cash on hand then available to Seller and (y) simultaneously with the payment made pursuant to the preceding clause (x) delivers evidence to Purchaser that all such cash on hand has been applied towards the obligation to pay the Repurchase Price of such Purchased Asset and a capital call notice has been delivered in an amount sufficient to pay the remainder of the Repurchase Price (including without limitation any related expenses the delivery of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price copies of the related Purchased Asset and any other amounts then due and payable by Seller with respect to such Purchased Assetcapital call notices). (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

Mandatory Repurchase. (iA) If at The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser that, upon the occurrence of a breach of any time there has occurred a Purchased Asset Issue of the Seller s representations and warranties contained in Section 3.02(B) hereof with respect to any Purchased AssetReceivable, then or upon the Asset Value thereof failure of the Purchaser to receive a Servicer Confirmation covering a Receivable by the deadline prescribed in Section 2.04(A) hereof, the Purchaser shall automatically be reduced to zero have the right, at its option and on not less than five (unless otherwise determined by Buyer in its sole discretion5) and Buyer may, in its sole discretion, with days prior written notice to the Seller, to require that the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of Receivable at a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied price equal to the Repurchase Price Amount as of such date, which shall be payable in full by wire transfer of such amount to Purchaser in immediately available funds on the date of such repurchase. Such repurchase obligation of the related Purchased Asset and any other amounts then due and payable by Seller shall constitute the sole remedy of the Purchaser against the Seller with respect to any such Purchased Assetbreach of representation, warranty or covenant. (iiB) Buyer’s electionIn addition, in its sole the Seller hereby further covenants and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan agrees with the Purchaser for the benefit of the Purchaser that on the two hundred and tenth (210th) day after the initial Purchase Date the Seller shall not in any way limit or impair its right to send a Repurchase Notice repurchase all of the Receivables from the Purchaser at a later timerepurchase price equal to the Repurchase Amount as of such date, which shall be payable in full by wire transfer of such amount to Purchaser in immediately available funds on the date of such repurchase.

Mandatory Repurchase. (i) If at any time there has occurred In the event of a Purchased Asset Issue with respect Loss related to any a Purchased Asset, then arising from or directly related to a breach by Seller of any of its representations or warranties set forth in the Asset Value thereof shall automatically be reduced to zero Operative Documents, Seller will, within ten (unless otherwise determined by Buyer in its sole discretion10) and Buyer may, in its sole discretion, with Business Days after receipt of notice of such Loss (such notice to contain in reasonable detail a description of such Loss and the Seller detailing relationship to such underlying breach), without first requiring Purchaser to proceed against any Account Party or any other Person for any security, repurchase the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the directly affected Mortgage Loan as soon as is practicable but, thereby and pay Purchaser in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied an amount equal to the Repurchase Price net present value of the related Purchased Asset and any other amounts then due and payable by Seller all unpaid remaining scheduled Payments with respect to such Purchased Asset discounted at a per annum rate of 8.28%. Upon receipt of such payment by Seller, Purchaser shall reassign the Purchased Asset, without recourse against or warranty by Purchaser, and shall promptly deliver a release regarding such Purchased Asset to Seller. (ii) Buyer’s electionIf any Equipment is not insured as contemplated by the Account Documents and Seller is collecting additional amounts from an Account Party instead of requiring the Account Party to effect such insurance, in its sole and absolute discretionupon any casualty loss with respect to such Equipment, not to send a Repurchase Notice at any time a Seller will repurchase the Purchased Asset is no longer directly affected thereby and pay Purchaser in cash an Eligible Mortgage Loan shall not in any way limit or impair its right amount equal to send a Repurchase Notice the net present value of all unpaid remaining scheduled Payments with respect to such Purchased Asset discounted at a later timeper annum rate of 8.28%. Upon receipt of such payment by Seller, Purchaser shall reassign the Purchased Asset, without recourse against or warranty by Purchaser, and shall promptly deliver a release regarding such Purchased Asset to Seller.

Mandatory Repurchase. (i) If at any time there has occurred a Purchased Asset Issue with respect to any Purchased Asset, then the Asset Value thereof shall automatically be reduced to zero (unless otherwise determined by Buyer in its sole discretion) and Buyer may, in its sole discretion, with notice to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, such Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price of the related Purchased Asset and any other amounts then due and payable by Seller with respect to such Purchased Asset. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time. (iii) Notwithstanding the foregoing, in the event of a Concentration Limit Issue with respect to any Purchased Asset, then the Asset Value thereof shall automatically be reduced to zero and Buyer may, in its sole discretion, (i) provide Seller with a Repurchase Notice in which case Section 3(f)(i) above shall apply, (ii) reduce the Purchase Price of such Purchased Asset to a lower percentage, which may be zero, in which case Section 4 hereof shall apply, or (iii) require Seller to contribute additional Eligible Mortgage Loans to ensure they are in compliance with the Concentration Limit.

Mandatory Repurchase. (i4.1 If after receiving notice of a Trigger Event a holder of Series A Preferred Stock elects in accordance with the provisions set forth in Section 6(b) If at of Part D of the Articles of Incorporation to require the Company to redeem any time there has occurred a Purchased Asset Issue with respect or all of its shares of Series A Preferred Stock pursuant to any Purchased AssetSection 5(b) of Part D of the Articles of Incorporation, then the Asset Value thereof Company shall automatically be reduced obligated to zero (unless otherwise determined by Buyer redeem such shares in its sole discretion) and Buyer may, in its sole discretion, accordance with notice to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly provisions set forth below, a “Repurchase Notice”), require Seller to repurchase such assetin Section 5(b) of Part D of the Articles of Incorporation. In the case event that the Company's obligation to redeem such shares has been suspended in accordance with Section 5(b) of Part D of the Articles of Incorporation, the Company shall give notice of the suspension of its redemption obligation (the "Suspension Notice") to Artal and each holder of Series A Preferred Stock who has elected to have its shares of Series A Preferred Stock redeemed in accordance with the provisions of Section 6(b) of Part D of the Articles of Incorporation. The Company shall deliver such notice within 10 days of receiving such holder's redemption notice. If the Company's redemption obligation is suspended and the Company has not elected to acquire or redeem such shares notwithstanding such suspension, then the holder of such shares may require Artal to acquire such shares by delivering a repurchasenotice to such effect to Artal (the "Artal Purchase Notice") within 15 days of receiving the Suspension Notice. Unless the Company previously acquires or redeems such shares of Series A Preferred Stock, Seller, shall, at Buyer’s direction, be required Artal or its designee shall purchase within 45 days of receipt of the Artal Purchase Notice such shares of Series A Preferred Stock which the holder elected to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not have redeemed pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f5(b) shall be credited and applied of Part D of the Articles of Incorporation at the same price as would have been paid to the Repurchase Price of holder by the related Purchased Asset and any other amounts then due and payable by Seller with respect to Company upon such Purchased Assetredemption. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

Mandatory Repurchase. due to a Change of Control Event or Listing Failure Event (iput option) (a) Upon the occurrence of a Change of Control Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Change of Control Event pursuant to Clause 1.1.1(b) (after which time period such right shall lapse) have the right to request that all, or only some, of its Notes be repurchased at a price per Note equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest. However, such period may not start earlier than upon the occurrence of the Change of Control Event. (b) Upon the occurrence of a Listing Failure Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Listing Failure Event pursuant to Clause 1.1.1(b) (after which time period such right shall lapse) have the right to request that all, or only some, of its Notes be repurchased at a price per Note equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest. (c) The notice from the Issuer pursuant to Clause 1.1.1(b) shall specify the Record Date on which a person shall be registered as a Noteholder to receive interest and principal, the Redemption Date and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. (d) If at any time there a Noteholder has occurred a Purchased Asset Issue so requested, and acted in accordance with respect to any Purchased Assetthe instructions in the notice from the Issuer, then the Asset Value thereof shall automatically be reduced to zero (unless otherwise determined by Buyer in its sole discretion) and Buyer may, in its sole discretion, with notice to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, Seller, Issuer shall, or shall procure that a person designated by the Issuer will, repurchase the relevant Notes and the repurchase amount shall fall due on the Redemption Date specified in the notice given by the Issuer pursuant to Clause 1.1.1(b). The Redemption Date must fall no later than forty (40) Business Days from the end of the period referred to in Clause 9.5(a). (e) The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes. To the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 9.5, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 9.5 by virtue of the conflict. (f) Any Notes repurchased by the Issuer pursuant to this Clause 9.5 may at Buyer’s direction, the Issuer's discretion be retained or sold (but may not be cancelled). (g) The Issuer shall not be required to repurchase any Notes pursuant to this Clause 9.5, if a third party in connection with the affected Mortgage Loan as soon as is practicable butoccurrence of a Change of Control Event offers to purchase the Notes in the manner and on the terms set out in this Clause 9.5 (or on terms more favourable to the Noteholders) and purchases all Notes validly tendered in accordance with such offer. If Notes tendered are not purchased with the time limits stipulated in this Clause 9.5, in the Issuer shall repurchase any case, not more than [***] such Notes within five (5) Business Days after Buyer has delivered such Repurchase Notice the expiry of the time limit. (h) No repurchase of Notes pursuant to Seller. Seller this Clause 9.5 shall be required if the Issuer has given notice of a redemption pursuant to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure Clause 9.3 (Voluntary total redemption (call option)) provided that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) redemption is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price of the related Purchased Asset and any other amounts then due and payable by Seller with respect to such Purchased Assetduly exercised. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

Mandatory Repurchase. (ia) If at In the event of a breach of any -------------------- representation and warranty set forth in Section 4.1(l) before the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section 2.4(d) of the Pooling and Servicing Agreement on the terms and -------------- conditions set forth below. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time there has occurred to enable Buyer to make a Purchased Asset Issue deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the -------------- Pooling and Servicing Agreement. Upon each retransfer to RPA Seller of such Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by RPA Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in Section 4.1(l)) with respect to such Receivable available to the --------------- Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement). (b) In the event of a breach of any Purchased Assetrepresentation and warranty set forth in Section 4.1(l) on and after the FCMT Termination Date, then RPA -------------- Seller shall accept reassignment of all Receivables in the Asset Value thereof related Account ("Ineligible Receivables") on the terms and conditions set forth in this ---------------------- paragraph on the date on which such Ineligible Receivables are reassigned to Buyer under Section 2.4(d) of the Transfer and Servicing Agreement. If -------------- the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, then RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer, on the date of retransfer of such Ineligible Receivable, to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the Transfer and Servicing Agreement. The amounts -------------- so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Upon reassignment of any Ineligible Receivable, the Buyer shall automatically and without further action be reduced deemed to zero (unless transfer, assign, set over and otherwise determined by convey to RPA Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Buyer in its sole discretion) and to such Ineligible Receivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Buyer may, as collected in its sole discretion, with notice full as of the date on which it was transferred. The obligation of RPA Seller to accept reassignment of any Ineligible Receivables conveyed to the Seller detailing Buyer by RPA Seller, and to make payments to Buyer to enable Buyer to make the basis deposits, if any, required to be made to the Collection Account as provided in Section 2.4(d) of the Transfer and Servicing Agreement, shall -------------- constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require the RPA Seller to repurchase effect the conveyance of such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer Ineligible Receivables pursuant to this Section 3(f6.1(b), -------------- but only upon receipt of an Officer's Certificate from RPA Seller that states that all conditions set forth in Section 5.1 have been satisfied. ----------- (c) In the event of a breach of any representation and warranty set forth in Section 4.1(e), (j), (k) or (r) before the FCMT Termination Date, ------------- --- --- --- RPA Seller shall be credited obligated to accept retransfer of all of the Principal Receivables on the date on which the Receivables are retransferred to Buyer under Section 2.4(e) of the Pooling and applied Servicing Agreement. RPA Seller -------------- shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to deposit on the Transfer Date (as defined in the Pooling and Servcing Agreement) (in next day funds) for the related Distribution Date (as defined in the Pooling and Servcing Agreement) an amount equal to the Repurchase Price deposit amount as required under Section 2.4(e) of the related Purchased Asset Pooling and any other amounts then Servcing Agreement on the terms and conditions set forth below. On the Distribution Date following the Transfer Date on which such amount has been deposited by Buyer in full into the Distribution Account, the Receivables and all monies due and payable by Seller or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto shall be transferred to RPA Seller, and the Buyer shall execute and deliver such Purchased Asset.instruments of transfer, in each case without recourse, representation or warranty, as shall be reasonably requested by RPA Seller to vest in RPA Seller, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Receivables, all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If RPA Seller is obligated to accept a retransfer as provided above, the obligation of RPA Seller to accept a retransfer of the Receivables pursuant to Section 6.1(c) -------------- shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.1(e) available to the Buyer. -------------- (iid) Buyer’s electionOn and after the FCMT Termination Date, if any representation or warranty of a RPA Seller set forth in Section 4.1(e), (j), (k) or (s) is -------------- --- --- --- not true and correct in any material respect, RPA Seller shall be obligated to accept such reassignment on the date on which the Receivables are reassigned to Buyer under Section 2.4(e) of the Transfer and Servicing -------------- Agreement on the terms set forth in this paragraph. RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer Date for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under Section 2.4(e) of the Transfer and -------------- Servicing Agreement, in its payment for such reassignment, an amount equal to the deposit amount for the reassignment as required under Section 2.4(e) of -------------- the Transfer and Servicing Agreement. If RPA Seller is obligated to accept a reassignment of the Receivables as provided above, the obligation of RPA Seller to accept such reassignment pursuant to this Section 6.1(d) and to -------------- make payments to Buyer to enable Buyer to make the deposit required to be made to the Collection Account as provided in Section 2.4(e) of the Transfer and Servicing Agreement shall constitute the sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer remedy respecting an Eligible Mortgage Loan shall not event of the type specified in any way limit or impair its right to send a Repurchase Notice at a later time.the first sentence of this Section 6.1(d)

Mandatory Repurchase. Upon the occurrence of any Mandatory Repurchase Event, the Company shall give the Administrative Agent, the Paying Agent, the Collateral Agent and each of the Purchasers written notice of the occurrence of such Mandatory Repurchase Event in accordance with Section 7.2(a) of the Common Terms Agreement (ithe "Mandatory Repurchase Notice") If at any time there has occurred on or prior to the date of such occurrence, and the Company shall offer to make a Purchased Asset Issue Mandatory Repurchase and the Purchasers shall sell, on the Euro-Dollar Business Day specified in the Mandatory Repurchase Notice, which date shall not be less than five (5) Euro-Dollar Business Days after the date of the Mandatory Repurchase Notice (the "Mandatory Repurchase Date"), the maximum principal amount of Notes (together with accrued and unpaid interest, if applicable, on such principal amount to the date of repurchase) that may be repurchased with the Mandatory Repurchase Amount, which amount shall be in Dollars and in immediately available funds (the "Repurchase Price") and shall be allocated among the Purchasers in accordance with Section 2.7(a) and Section 2.9; provided that the Mandatory Repurchase Amount shall, with respect to any Purchased Asset, then the Asset Value thereof shall automatically be reduced to zero (unless otherwise determined by Buyer in its sole discretion) and Buyer may, in its sole discretion, with notice to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller to repurchase such asset. In the case of a repurchase, Seller, shall, at Buyer’s directioneach Mandatory Repurchase, be required applied first, to ratably repurchase the affected Mortgage Loan as soon as is practicable butTranche B Notes and Tranche C Notes, in second, to Base Rate Notes and third, to purchase the Euro-Dollar Rate Notes held by each such Purchaser. Notwithstanding any caseof the foregoing, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller under no circumstances shall the Company be required to notify Buyer as soon as is practicable after obtaining knowledge deemed a Purchaser or a Purchaser Party hereunder or under any other Note Document upon the occurrence of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price of the related Purchased Asset and any other amounts then due and payable by Seller with respect to such Purchased AssetMandatory Repurchase. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

Mandatory Repurchase. (ia) If at In the event of a breach of any -------------------- representation and warranty set forth in Section 4.1(l) before the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the date --------------------- on which such Ineligible Receivable is retransferred to Buyer under Section ------- 2.4(d) of the Pooling and Servicing Agreement on the terms and conditions set ------ forth below. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time there has occurred to enable Buyer to make a Purchased Asset Issue deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the Pooling and Servicing Agreement. Upon each retransfer to -------------- RPA Seller of such Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by RPA Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in Section 4.1(l)) with respect to such --------------- Receivable available to the Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement). (b) In the event of a breach of any Purchased Assetrepresentation and warranty set forth in Section 4.1(l) on and after the FCMT Termination Date, then RPA Seller shall -------------- accept reassignment of all Receivables in the Asset Value thereof related Account ("Ineligible ---------- Receivables") on the terms and conditions set forth in this paragraph on the ----------- date on which such Ineligible Receivables are reassigned to Buyer under Section ------- 2.4(d) of the Transfer ------ and Servicing Agreement. If the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, then RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer, on the date of retransfer of such Ineligible Receivable, to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section ------- 2.4(d) of the Transfer and Servicing Agreement. The amounts so deposited are to ------ be treated for all purposes hereof as Collections on such Ineligible Receivables. Upon reassignment of any Ineligible Receivable, the Buyer shall automatically and without further action be reduced deemed to zero (unless transfer, assign, set over and otherwise determined by convey to RPA Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Buyer in its sole discretion) and to such Ineligible Receivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Buyer may, as collected in its sole discretion, with notice full as of the date on which it was transferred. The obligation of RPA Seller to accept reassignment of any Ineligible Receivables conveyed to the Seller detailing Buyer by RPA Seller, and to make payments to Buyer to enable Buyer to make the basis deposits, if any, required to be made to the Collection Account as provided in Section 2.4(d) of -------------- the Transfer and Servicing Agreement, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”), require the RPA Seller to repurchase effect the conveyance of such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required to notify Buyer as soon as is practicable after obtaining knowledge of any fact that could be the basis for any Purchased Asset Issue, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer Ineligible Receivables pursuant to this Section 3(f) shall be credited and applied to the Repurchase Price 6.1(b), but only upon receipt of the related Purchased Asset and any other amounts then due and payable by an Officer's Certificate from RPA -------------- Seller with respect to such Purchased Assetthat states that all conditions set forth in Section 5.1 have been ----------- satisfied. (iic) Buyer’s electionIn the event of a breach of any representation and warranty set forth in Section 4.1(e), (j), (k) or (r) before the FCMT Termination Date, RPA Seller -------------- --- --- --- shall be obligated to accept retransfer of all of the Principal Receivables on the date on which the Receivables are retransferred to Buyer under Section ------- 2.4(e) of the Pooling and Servicing Agreement. RPA Seller shall pay Buyer a ------ sufficient amount in immediately available funds in time to enable Buyer to deposit on the Transfer Date (as defined in the Pooling and Servcing Agreement) (in next day funds) for the related Distribution Date (as defined in the Pooling and Servcing Agreement) an amount equal to the deposit amount as required under Section 2.4(e) of the Pooling and Servcing Agreement on the terms and conditions set forth below. On the Distribution Date following the Transfer Date on which such amount has been deposited by Buyer in full into the Distribution Account, the Receivables and all monies due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto shall be transferred to RPA Seller, and the Buyer shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be reasonably requested by RPA Seller to vest in RPA Seller, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Receivables, all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If RPA Seller is obligated to accept a retransfer as provided above, the obligation of RPA Seller to accept a retransfer of the Receivables pursuant to Section 6.1(c) shall ------------- constitute the sole remedy respecting a breach of the representations and absolute discretionwarranties contained in Section 4.1(e) available to the Buyer. ------------- (d) On and after the FCMT Termination Date, if any representation or warranty of a RPA Seller set forth in Section 4.1(e), (j), (k) or (s) is not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not ------------- - - - true and correct in any way limit material respect, RPA Seller shall be obligated to accept such reassignment on the date on which the Receivables are reassigned to Buyer under Section 2.4(e) of the Transfer and Servicing Agreement on the terms ------------- set forth in this paragraph. RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer Date for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under Section 2.4(e) of the ------------- Transfer and Servicing Agreement, in payment for such reassignment, an amount equal to the deposit amount for the reassignment as required under Section ------- 2.4(e) of the Transfer and Servicing Agreement. If RPA Seller is obligated to ------ accept a reassignment of the Receivables as provided above, the obligation of RPA Seller to accept such reassignment pursuant to this Section 6.1(d) and to ------------- make payments to Buyer to enable Buyer to make the deposit required to be made to the Collection Account as provided in Section 2.4(e) of the Transfer and -------------- Servicing Agreement shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 6.1(d) available to the ------------- Buyer. Upon reassignment of the Receivables on such Distribution Date, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or impair its right warranty, all the right, title and interest of the Buyer in and to send a Repurchase Notice at a later timethe Receivables and Recoveries allocable to the Buyer, and all monies and amounts due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such property pursuant to this Section.

Mandatory Repurchase. (ia) If on any day the outstanding balance of a Receivable conveyed hereunder and included at any time there has occurred as an Eligible Receivable on an Investor Report is either (x) reduced as a Purchased Asset Issue result of any defective, rejected or returned merchandise or services, any discount, credit, dispute, warranty claim, repossessed or returned goods, charge-back, allowance, any billing adjustment, similar dilutive factor or other similar adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person against the applicable Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the applicable Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and such Seller shall pay to the Purchaser an amount equal to such reduction or cancellation. (b) If on any day any representation or warranty of either Seller in this Agreement was or becomes untrue with respect to a Receivable (whether on or after the date of any Purchased Asset, then the Asset Value thereof shall automatically be reduced to zero (unless otherwise determined by Buyer in its sole discretion) and Buyer may, in its sole discretion, with notice transfer of such Receivable to the Seller detailing the basis by which Buyer has determined that such Purchased Asset Issue has occurred (as such notice is more particularly set forth below, a “Repurchase Notice”Purchaser), require Seller to repurchase such asset. In the case of a repurchase, Seller, shall, at Buyer’s direction, be required to repurchase the affected Mortgage Loan as soon as is practicable but, in any case, not more than [***] after Buyer has delivered such Repurchase Notice to Seller. Seller shall be required deemed to notify Buyer as soon as is practicable after obtaining knowledge have received on such day a Collection of such Receivable in full and shall on such day pay to the Purchaser an amount equal to the outstanding balance of such Receivable. (c) Any payment by an Obligor in respect of any fact that could be the basis for any Purchased Asset Issueindebtedness, but, in any case, not more than [***] after obtaining knowledge thereof. For the sake of clarity, Seller shall ensure that such Repurchase Price (including without limitation any related expenses of Buyer incurred in connection therewith) is remitted directly to Buyer and not pursuant to Section 5 hereof. Any cash remitted to Buyer pursuant to this Section 3(f) shall be credited and applied obligation or liability owed by it to the Repurchase Price applicable Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law be applied as a Collection of any Receivable of such Obligor included in the related Purchased Asset and Receivables transferred hereunder (starting with the oldest such Receivable) to the extent of any other amounts then due and payable by Seller with respect thereunder before being applied to any other receivable or other indebtedness of such Obligor to such Purchased AssetSeller. (ii) Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.