Common use of Applicability Clause in Contracts

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. The Sellers and Buyer are parties to that certain Master Repurchase Agreement dated as of February 13, 2020 (the “Original Agreement”) and the Sellers and Buyer desire to amend the Original Agreement in its entirety by amending and restating it subject to the terms and conditions of this Agreement. Accordingly, the parties hereto agree as follows: From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) a Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable such Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writingSeller. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers a Seller but rather sets forth the procedures to be used in connection with periodic requests any request for Buyer to enter into Transactions with Sellersa Seller from time to time during the term of this Agreement and, if Buyer enters into Transactions with a Seller, such Seller’s obligations with respect thereto. Each Seller hereby acknowledges that Buyer is under shall have no obligation to agree to enter into, or to enter into, into any Transaction pursuant to this AgreementTransaction. All Rental Properties Each such transaction involving the transfer of the Mortgage Loans shall be managed referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCincluding any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. On the sole member of initial Purchase Date, Buyer will purchase the Legacy REO SubsidiaryMortgage Loans from Sellers in connection with the Transaction on such date. From time to time, intends Sellers may pay an Optional Prepayment to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4.b hereof.

Applicability. From Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the sum of the MSR Facility Borrowed Amount and the Aggregate EPF Purchase Price) and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementAsset Base. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, into any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementjoinder of such additional purchasers.

Applicability. a. On the initial Purchase Date, CSFBMC, as buyer, purchased the Certificate (as defined herein) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by CSFBMC, as buyer, to transfer to Seller the Certificate at a date certain, against the transfer of funds by Seller, in an amount equal to the related Repurchase Price. From time to time the parties hereto may enter into transactions Transactions in which any or all Sellers agree Seller agrees to initiate (a) to transfer to Buyer the purchase of Transaction Mortgage Loans on a servicing released basis and/or (b) the transfer of REO Properties to REO Subsidiary, against the transfer of funds by BuyerAdministrative Agent on behalf of Buyers to Seller in an amount equal to the Purchase Price of the related Transaction Mortgage Loan in the case of clause (a) above or the Purchase Price Increase as the result of the increase in value with respect to the REO Properties transferred to the REO Subsidiary in the case of clause (b) above, as applicable, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to (x) transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer or on demand upon payment by Seller of the Contributed Assets to Repurchase Price for the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to related Transaction Mortgage Loan or (y) permit the release of Contributed Assets REO Properties, with respect thereto from the REO Subsidiary, to or for the benefit of POP Seller upon payment by POP Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Certificate representing the Allocated Repurchase Price in respect of such Contributed Assetsthe related REO Properties, in all cases, cases subject to the terms of this Agreement. This Agreement is a commitment by the Committed Buyer to engage in the Transactions as set forth herein up to the Maximum Committed Purchase Price; provided, that Committed Buyer shall have no commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Committed Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Aggregate Purchase Price at any time. Each such transaction involving any acquisition or transfer of Transaction Mortgage Loans and REO Properties, as applicable, with a resulting increase in the Purchase Price shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Seller owned 100% of the Capital Stock in the REO Subsidiary on the initial Purchase Date. On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, purchased the REO Subsidiary Interests from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for Buyer the Transactions on such date. In order to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter intofurther secure the Obligations hereunder, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy interests in the assets of the REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “were pledged by the REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents Subsidiary to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From time to time at the request of Seller the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis Buyer, Purchased Assets against the transfer of funds by BuyerXxxxx, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) Buyer simultaneously agrees to pledge transfer to Seller each of such Purchased Assets on the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate applicable Repurchase Date against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this AgreementAgreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet The Pricing Side Letter is one of the Leasing Criteria and Tenant Underwriting CriteriaFacility Documents as defined below. The Legacy REO Subsidiary Pricing Side Letter is hereby removed from incorporated by reference into this Agreement and Seller and Buyer agree to adhere to all terms, conditions and requirements of its obligations the Pricing Side Letter as an “REO Subsidiary” hereunderincorporated herein. Following In the execution event of a conflict or inconsistency between this Agreement and the Pricing Side Letter, the terms of the Pricing Side Letter shall govern. After the initial Purchase Date, as part of separate Transactions, Seller may request, and Buyer may fund, in Xxxxx’s sole discretion and subject to the terms and conditions of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents an increase to the removal and dissolution described Purchase Price for a Purchased Asset based on an increase in this paragraph notwithstanding anything Asset Value solely resulting from the satisfaction, in whole, or in part, of a Future Funding Obligation. In order to further secure the Obligations hereunder, the Seller Interests shall be pledged by the Pledgor to the contrary contained herein or in Buyer pursuant to the Existing Repurchase Pledge Agreement.

Applicability. From Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on an uncommitted basis in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, and, if applicable, Takeout MBS, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementAsset Base. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join any of Sheffield Receivables Corporation, Barclays Bank Delaware, Salisbury Receivables Company LLC, and Barclays CCP Funding LLC as the sole member of the Legacy REO Subsidiaryadditional purchasers under this Agreement and provided that such entities enter into a customary nondisclosure agreement with Seller, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer Seller hereby consents to the removal joinder of such additional purchasers. In the event that Agent undertakes to join any other asset-backed commercial paper conduits administered by Agent or any Affiliate of the Agent as additional purchasers under this Agreement, such additional purchasers may be joined hereunder with prior written notice to Seller provided that such entities are either financial institutions or financial participants, as such terms are defined in Bankruptcy Code Sections 101(22) and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement101(22)(A), respectively, and provided further that such entities enter into a customary nondisclosure agreement with Seller.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis the Trust Interests against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Trust Interests against the transfer of funds by Seller. From time to time, prior to the commencement of the Amortization Period, the Seller may request Purchase Price Increases for the Transactions involving the Trust Interests in conjunction with the transfer of REO Properties or Trust Mortgage Loans on to the Trust Subsidiary or a servicing released basis at TRS Facility Entity. From time to time, the Seller may request a date certain not later than release of REO Property or Trust Mortgage Loans from the Termination Date and (b) Trust Subsidiary or a TRS Facility Entity in conjunction with an Optional Prepayment. This Agreement is a commitment by Buyer to pledge the beneficial interests engage in the REO Subsidiary Transactions (and requests for Purchase Price Increases) as set forth herein up to the Maximum Aggregate Purchase Price; provided, that Buyer shall have no commitment to enter into any Transaction or agree to any Purchase Price Increase requested (i) during the Amortization Period or (ii) that would result in connection with Transactionsthe aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Aggregate Purchase Price. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate Each such transaction involving the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Trust Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and and, collectively, the “Transactions” and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, will purchase Trust Interests from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for the Transaction on such date. On and after the initial Purchase Date and prior to the commencement of the Amortization Period, as part of a Purchase Price Increase Request, Seller may request and Buyer will fund, subject to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMCan increase in the Purchase Price for the Transaction in respect of the applicable Trust Interests based upon the acquisition of additional REO Properties or additional Trust Mortgage Loans by the Trust Subsidiary or a TRS Facility Entity, as applicable. From time to time, the sole member of the Legacy REO Subsidiary, intends Seller may pay an Optional Prepayment to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4.b hereof.

Applicability. From time to time until the parties hereto may Final Repurchase Date, XXXXXX BROTHERS BANK, FSB ("Buyer") shall, subject to the terms hereof, enter into transactions upon the request of FIELDSTONE MORTGAGE COMPANY ("FMC") or FIELDSTONE INVESTMENT CORPORATION ("FIC") (FIC and FMC may each be referred to herein individually or collectively as "Seller" or "Sellers") in which any or all Sellers agree (a) the applicable Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller or its designee, at such Seller's direction, such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “"Transaction” " and shall be governed by this AgreementAgreement and the related Confirmation, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into engage in Transactions as set forth herein up to the Total Facility Amount; provided, that (including Purchase Price Increases, from time to timea) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer shall have no commitment to enter into any Transaction requested which would cause the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions with Sellers. Each Seller hereby acknowledges to exceed the Total Facility Amount, (b) the maximum aggregate term that any Mortgage Loan may be subject to Transactions shall not exceed the earlier of (x) one-hundred fifty (150) days or (y) the Final Repurchase Date and (c) notwithstanding anything in this Agreement to the contrary, Buyer is under shall have no obligation to agree to enter into, or to enter into, into any Transaction pursuant to this Agreementhereunder if there shall have occurred any material adverse change, as determined by Buyer in its reasonable judgment, in the financial condition of Sellers on a consolidated basis, the financial markets generally or the secondary market for Mortgage Loans. Buyer shall promptly notify Sellers of any determination by Buyer that any of the foregoing has occurred. All Rental Properties obligations under the Transactions shall be managed by a Property Manager recourse to Sellers, jointly and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementseverally.

Applicability. From time to time the The parties hereto may enter entered into transactions in which any or all Sellers agree (a) to transfer each Seller transferred to Buyer Mortgage Loans on a servicing released basis the Purchased Certificates against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to each Seller, as applicable, such Purchased Certificates against the applicable transfer of funds by such Seller. From time to time, each Seller such may request Purchase Price Increases for the Transaction involving the Purchased Certificates in conjunction with the transfer of an Eligible REO Property, an Eligible Mortgage Loans on Loan or an Eligible Rental Property to a servicing released basis at Seller Party Subsidiary as a date certain result of the increase in Asset Value of the Purchased Certificates. From time to time, each Seller may request a release of a Contributed Asset from a Seller Party Subsidiary in conjunction with an Optional Prepayment. This Agreement is a not later than the Termination Date and (b) a commitment by Buyer to pledge the beneficial interests engage in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsTransactions (or requests for Purchase Price Increases, Buyer and PMC agree that from time to time PMC shall initiate time). Each such transaction involving the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction Purchased Certificates shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increasesany annexes identified herein, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” applicable hereunder. Following On and after the execution initial Purchase Date for a particular Purchased Certificate, each Seller may request and Buyer may fund, subject to the terms and conditions of this Agreement, PMCan increase in the Purchase Price for the Transactions in respect of the Purchased Certificates based upon the acquisition of additional Eligible REO Properties, additional Eligible Mortgage Loans or additional Eligible Rental Properties by a Seller Party Subsidiary, as applicable. From time to time, the sole member of Seller may pay an Optional Prepayment to Buyer in accordance with Section 4(b) hereof. In order to further secure the Legacy REO SubsidiaryObligations hereunder, intends to cause (a) each Purchased Certificate shall be pledged by the dissolution of the Legacy REO Subsidiary. Buyer hereby consents applicable Seller to the removal Buyer and dissolution described (b) each Seller Party Subsidiaries’ interests in this paragraph notwithstanding anything the Contributed Assets shall be pledged by the applicable Seller Party Subsidiary to the contrary contained herein or Buyer. As additional credit enhancement in connection with the Existing Repurchase AgreementTransactions hereunder and as a condition precedent to the Buyer entering into the Transactions and continuing to maintain current Transactions hereunder, Guarantor shall deliver the Guaranty.

Applicability. On the initial Purchase Date, the Buyer will purchase the Pass-Through Trust Certificate (the “Purchased Certificate”) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by Buyer to transfer to Seller the Purchased Certificate at a date certain, against the transfer of funds by Seller, in an amount equal to the Repurchase Price. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets Mortgage Loans to the REO Subsidiary Pass-Through Trust Trustee for the Pass-Through Trust against the transfer by Buyer of funds in an amount equal to the Purchase Price IncreaseIncrease on account of the Purchased Certificate as the result of the increase in value with respect to the Mortgage Loans transferred to the Pass-Through Trust Trustee for the Pass-Through Trust, with a simultaneous agreement by Buyer to permit the release of Contributed Assets Mortgage Loans with respect thereto from the REO SubsidiaryPass-Through Trust Trustee for the Pass-Through Trust, to or for the benefit of POP Seller upon payment by POP Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Pass-Through Trust Certificate representing the Repurchase Price in respect of such Contributed AssetsMortgage Loans, in all cases, subject to the terms of this Agreement. From time to time, Seller may request a release of Mortgage Loans from the Pass-Through Trust Trustee for the Pass-Through Trust in conjunction with an Optional Repurchase or under certain other circumstances described herein. Each such transaction involving any acquisition or transfer of Mortgage Loans, with a resulting increase in the Purchase Price, shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increasesany annexes identified herein, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” applicable hereunder. Following After the execution initial Purchase Date, Seller may request and Buyer will fund, subject to the terms and conditions of this Agreement, PMCan increase in the Purchase Price for the Purchased Certificate based upon the acquisition of additional Mortgage Loans by the Pass-Through Trust. In order to further secure the Obligations hereunder, the Pass-Through Trust Trustee’s interest in the Contributed Mortgage Loans shall be pledged by the Pass-Through Trust Trustee for the Pass-Through Trust to the Buyer. As additional credit enhancement in connection with the Transactions hereunder, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents a condition precedent to the removal and dissolution described in this paragraph notwithstanding anything to Buyer entering into the contrary contained herein or in the Existing Repurchase AgreementTransactions hereunder, Guarantor shall deliver a guaranty.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Administrative Agent on behalf of Buyers Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by BuyerAdministrative Agent, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller such Mortgage Loans Loans, on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller. This Agreement is a commitment by Administrative Agent on behalf of Committed Buyers to engage in the Contributed Assets Transactions as set forth herein up to the REO Subsidiary against Maximum Regular Way Committed Purchase Price; provided, that Administrative Agent on behalf of Buyers shall have no commitment to enter into any Transaction requested that would result in the transfer by Buyer of funds in an amount equal to the aggregate Purchase Price Increase, with a simultaneous agreement by Buyer of then-outstanding Transactions to permit exceed the release Maximum Regular Way Committed Purchase Price. The aggregate Purchase Price of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the terms of this AgreementMaximum Regular Way Purchase Price. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreementand, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed ​ ​ governed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCincluding any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the sole member avoidance of doubt, and for administrative and tracking purposes, (a) the Legacy REO Subsidiarypurchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction and (b) with respect to each Designated Mortgage Loan, intends such Designated Mortgage Loan may, at Buyers’ option, be sold to cause different Buyers on a pro rata basis, such that a Buyer pays the dissolution Purchase Price-Base and other Buyers pay the Purchase Price-Incremental 1 and Purchase Price-Incremental 2, as applicable, and, in which case, the Administrative Agent shall own the Designated Mortgage Loan, for the benefit of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementall purchasing Buyers, on a pro rata, pari passu basis.

Applicability. From time Pursuant to time this Agreement, you (the parties hereto may "Lender") are agreeing to enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate to lend securities to Cantor Fxxxxxxxxx & Co. ("CF"), including securities carried for your account by CF (the transfer "Brokerage Account"), whether as a direct customer of CF or introduced to CF by your broker-dealer or other financial institution and carried by CF as clearing broker, in each case against a credit of Collateral (as defined herein) to an account carried by a financial institution agreed upon by the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increaseparties, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or as third-party custodian for the benefit account of POP upon payment by POP of a portion of Lender (the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement“Custody Account”). Each such transaction shall be referred to herein as a “Transaction” "Loan" and shall be governed by this Agreement. In all instances, unless otherwise agreed when acting in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increasesits capacity as broker carrying the Brokerage Account, from time to time) with Sellers but rather sets forth the procedures CF shall be deemed to be used a "securities intermediary" under the UCC. THERE ARE CERTAIN LIMITATIONS AND RISKS INVOLVED IN ENTERING INTO THIS AGREEMENT AND SECURITIES-LENDING TRANSACTIONS OF WHICH YOU SHOULD BE AWARE: · By entering into this Agreement, except as set forth herein, Lender gives CF permission to borrow securities carried by CF for Lender's Brokerage Account without contacting Lender and without obtaining Lender's prior approval of any given Loan or the terms of such Loan. · Lender shall not sell securities that are the subject of a Loan at any time. · CF, as the clearing broker, will administer your obligations with respect to this Agreement, such as transfers of securities, transfers of collateral; or any distribution payments due hereunder. · The Loan of securities and the receipt of substitute payments in connection with periodic requests distributions from Loaned Securities may have taxable consequences to Lender and Lender should consult with its tax advisor regarding such taxable consequences. · There is the risk that CF will default in some way, for Buyer example by becoming insolvent, which could result in CF failing to enter into Transactions with Sellersreturn borrowed securities to you. Each Seller hereby acknowledges To mitigate this risk, CF and Lender agree that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall the Collateral will be managed deposited by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or CF in the Existing Repurchase AgreementCustody Account with a third-party custodian.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Administrative Agent on behalf of Buyers Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by BuyerAdministrative Agent, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller Sellers such Mortgage Loans on a servicing released basis at a date certain not later than or on demand, against the transfer of funds by Sellers. This Agreement is a commitment by Administrative Agent on behalf of Committed Buyer to engage in the Transactions as set forth herein on or before the Termination Date and (b) up to pledge the beneficial interests Maximum Committed Purchase Price; provided, that the Administrative Agent on behalf of Buyers shall have no commitment to enter into any Transaction requested which would result in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the aggregate Purchase Price Increase, with a simultaneous agreement by Buyer of then outstanding Transactions to permit exceed the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementMaximum Committed Purchase Price. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a commitment by Buyer to enter into Transactions separate Transaction and (including Purchase Price Increases, from time to timeb) with Sellers but rather sets forth respect to each Designated Asset, such Designated Asset may, at Buyers’ option, be sold to different Buyers on a pro rata basis, such that one Buyer pays the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager Purchase Price-Base and shall exceed or meet other Buyers pay the Leasing Criteria Purchase Price-Incremental 1 and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCPurchase Price-Incremental 2, as applicable, and, in which case, the sole member Administrative Agent shall own the Designated Asset, for the benefit of the Legacy REO Subsidiarypurchasing Buyers, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents on a pro rata, pari passu basis, subject to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.terms set forth herein. LEGAL02/41216309v6

Applicability. Seller owns the Trust Certificate representing 100% of the beneficial ownership interest in Trust Subsidiary. From time to time time, upon the terms and conditions set forth herein, the parties hereto may enter into transactions transactions, on an uncommitted basis, in which any which, on the initial Purchase Date on or all Sellers agree (a) after the Effective Date, Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis the Purchased Assets against the transfer of funds by BuyerXxxxx, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate Purchased Assets against the transfer of funds by Seller (the Contributed Assets “Initial Transaction”), and thereafter, as part of separate Transactions pursuant to the REO which Seller agrees to transfer to Trust Subsidiary against the transfer by certain Eligible Mortgage Loans, Seller may request and Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all casesmay fund, subject to the terms and conditions of this Agreement. Each such transaction shall be referred to herein as , a Purchase Price Increase (each, a “Purchase Price Increase Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing”). This Agreement is not a commitment by Buyer Xxxxx to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests any request for Buyer to enter into Transactions with SellersSeller from time to time during the term of this Agreement and, if Xxxxx enters into Transactions with Seller, Seller’s obligations with respect thereto. Each Seller hereby acknowledges that Buyer is under shall have no obligation to agree to enter into, or to enter into, into any Transaction. The Initial Transaction pursuant to this Agreement. All Rental Properties and each Purchase Price Increase Transaction shall be managed referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCincluding any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the sole member avoidance of the Legacy REO Subsidiarydoubt, intends Xxxxx’s obligations under this Agreement are uncommitted, and Seller understands that Buyer may cease accepting entering into new Purchase Price Increase Transactions at any time. From time to cause the dissolution of the Legacy REO Subsidiary. time, Seller may pay an Optional Prepayment to Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4.b hereof.

Applicability. From time to time On the parties hereto may enter into transactions date hereof (the “Initial Purchase Date”), Buyer shall, upon the terms and conditions set forth herein, purchase the beneficial interest certificate (the “Purchased Certificate”) representing the ownership in ZFC Trust Grantor Trust Holdings Pass Through Trust I (the “Pass-Through Trust”), the initial asset of which, as of the date hereof, consists of the beneficial interest certificate representing the ownership in ZFC Trust Whole Loan Grantor Trust I (“Grantor Trust I”), the assets of which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis consist of Participation Interests in Eligible Loans, against the transfer of funds by BuyerBuyer in an amount equal to the Purchase Price, with a simultaneous agreement by Buyer to transfer to Seller the applicable Seller such Mortgage Loans on a servicing released basis Purchased Certificate at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetscertain, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds Seller, in an amount equal to the Repurchase Price (the “Initial Transaction”). Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time, upon the request of the Seller and subject to the terms and conditions set forth herein, enter into transactions in which Seller transfers either (i) additional beneficial interest certificates (each such beneficial interest certificate, including the beneficial interest certificate in Grantor Trust I, are referred to herein as an “Underlying Certificate”) in additional grantor trusts (each such grantor trust, including Grantor Trust I, are referred to herein as an “Underlying Trust”) that will hold additional Participation Interests, or (ii) Participation Interests to an Underlying Trust in an amount equal to the related Purchase Price IncreaseIncrease related to such Participation Interests (a “Purchase Price Increase Transaction”). In addition, with a simultaneous agreement the Purchased Certificate will be repurchased by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Seller on each monthly Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all casesDate and, subject to the terms conditions precedent set forth in Section 9(b) of this Agreement, immediately and automatically purchased by Buyer thereafter (a “Renewal Transaction”); provided, however, that in no event shall this sentence be deemed to require that any such Renewal Transaction include (a) any Participation Interests in loans that are not Eligible Loans, or (b) any amount of the Purchase Price in excess of the Committed Amount. Each such transaction Renewal Transaction, the Initial Transaction and each Purchase Price Increase Transaction shall be referred to herein as a “Transaction” and ”, and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including The Purchase Price Increases, from time to time) with Sellers but rather sets forth and Repurchase Price for each Transaction shall be determined using the procedures Market Value of the related Participation Interests owned or proposed to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed owned by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementUnderlying Trust.

Applicability. From Subject to the terms of the Transaction Documents, from time to time the parties hereto may enter into transactions in which any or Seller will sell to Buyer, all Sellers agree of Seller’s right, title and interest in and to certain Eligible Assets (aas defined herein) and the other related Purchased Items (as defined herein) (collectively, the “Assets”) subject to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by BuyerBuyer to Seller, with a simultaneous agreement by Buyer to transfer re-sell back to the applicable Seller, and by Seller to repurchase, such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all caseson demand, subject to the terms transfer of this Agreementfunds by Seller to Buyer. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing by Seller and Buyer, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany exhibits, schedules or annexes identified herein as applicable hereunder. This Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, this Agreement is not a commitment by Buyer to enter engage in Transactions, but sets forth the requirements under which Buyer would consider entering into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth . At no time shall Buyer be obligated to purchase or effect the procedures transfer of any Eligible Asset from Seller to be used in connection with periodic requests for Buyer Buyer. Any commitment to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation a Transaction shall be subject to agree to enter intoBuyer’s sole discretion, or to enter into, any Transaction shall be evidenced by Buyer’s delivery of a Confirmation pursuant to Article 3(c)(ii) and shall be subject to satisfaction of all terms and conditions of this Agreement. All Rental Properties This Agreement amends, restated and replaces in its entirety that certain Master Repurchase Agreement, dated as of February 9, 2018 (the “Original Closing Date”), by and between Seller and Buyer (the “Original Agreement”). Seller and Buyer acknowledge and agree that the Original Agreement shall be managed by a Property Manager void and of no force or effect from and after the Closing Date. All Transactions (as defined in the Original Agreement) outstanding under the Original Agreement as of the Closing Date shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Original Agreement) under the Original Agreement as of its obligations as an the Closing Date shall be deemed to be Confirmations under this Agreement (and, accordingly, in each case, subject to the terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any and all Confirmations and assignment documentation executed pursuant to the Original Agreement) to “REO Subsidiarythe Agreement” hereunder. Following or any similar formulation intended to refer to the execution of Original Agreement shall be deemed to be references to this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From time Arbitration will not apply to time your Account as long as you are an active duty Servicemember under the parties hereto may enter into transactions in which any MilitaryLending Act or all Sellers agree (a) Servicemembers Civil Relief Act. Right to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer Reject this Arbitration Provision. YOU MAY CHOOSE TO REJECT THIS RESOLUTION OF DISPUTES BY ARBITRATION PROVISION BY SENDING US WRITTEN NOTICE AS DESCRIBED BELOW: Agreement to the applicable Seller Binding Arbitration provision: • If you agree to be bound by the above arbitration provision, then no action is needed on your part. • If you take no action, then effective immediately your Accounts will be bound by this arbitration provision. Rejection of the arbitration provision: • If you do not agree to be bound by this Binding Arbitration provision, you must send us written notice that you reject the arbitration provision within 30 days of receiving this notice, including the following information: o Your written notice must include: your name, as listed on your Account, your Account number, and astatement that you reject the arbitration provision, and; o You must send your written notice to Us at the following address: Climate First Bank Attention: Deposit Operations, Xx. Xxxxxxxxxx, Xxxxxxx 00000 Entire Agreement This Agreement, together with the Other Agreements, is the complete and exclusive statement of the agreements between the Bank and you with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and you with respect to such Mortgage Loans on subject matter. In the event of any inconsistency between the terms of this Agreement and the Other Agreements, the terms of this Agreement shall govern with respect to the subjects contained herein. In the event performance of the Services provided through Online Banking in accordance with the terms of this Agreement would result in a servicing released basis at violation of any present or future stature, regulation, or government policy to which the Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to you as a date certain not later than result of such violation or amendment. No course of dealing between the Termination Date Bank and (b) you will constitute a modification of this Agreement, the rules, or the Security Procedures, or constitute an agreement between you and the Bank regardless of whatever practices and procedures the Bank and you may use. Data Review You have sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by us and delivered to pledge the beneficial interests in the REO Subsidiary to Buyer you in connection with Transactionsany Service. On You agree to carefully review all records and other information provided or made available to you by us and to report any discrepancies within 30 days of your statement date. For purposes of this section, "discrepancies" include, but are not limited to, missing deposits; missing, stolen or unauthorized checks or other withdrawal orders; checks or other withdrawal orders bearing an unauthorized signature, indorsement or alteration; illegible images; encoding errors made by you or us; and counterfeit. Your failure to promptly report to us within such specified time the existence of any discrepancies in any record or other information constitutes your acceptance of the record or other information as valid and accurate and shall preclude you from asserting against Bank any claims arising from or any loss caused by the discrepancy. Errors and Questions We report your Online and Mobile Banking transactions on the monthly statements for your linked Accounts. A description of each transaction, including whom you paid, and the date and amount of the transaction will appear on your statement. Your duty to report unauthorized transactions, alterations or any other error with reasonable promptness is outlined in your Deposit Account Agreement. You may also view Account activity online. Contact us immediately if you think: • Your statement or transaction record is wrong • You need more information about a transaction listed on your statement • An unauthorized person has discovered your Online Banking credentials • Someone has transferred or may transfer money from your Account without your permission • Online Xxxx payment transactions have been made without your authorization To initiate a payment inquiry, you may use Online Banking services to send a message request via secure email. Or you may contact us by calling 000-000-0000. Online Statements The provisions of this section are applicable upon enrollment and activation for the Bank e-statement service. To complete your requests to enroll and to stop receiving paper statements by mail for one or more of your Accounts, please read and accept the E-SIGN Disclosure and Consent Agreement and activate the e-statement delivery for any of your Eligible Accounts online. This E-SIGN Disclosure and Consent Agreement also applies to other types of communication from the Bank, including account disclosures, notices, alerts, etc. If you select and activate this option, you must then log on to the Bank’s secure Online Banking web site using your Online Banking log on credentials to review the new statement. As a convenience to you, we provide you with an e-mail notice that your statement is available for viewing. You must specify the e-mail addresses to receive such notices when activating this Service for your Accounts. We do not guarantee delivery of Contributed Assetssuch e- mail notice and reserve the right to cancel such e-mail notice at any time. Regardless of your receipt of e-mail notice, Buyer and PMC you agree that from time to time PMC shall initiate the transfer our posting of the Contributed Assets statement at the Online Banking web site constitutes delivery of the statement to you. Your receipt of e- statements does not in any way alter your obligation to promptly review your e- statements as set forth in the Other Agreements. You must promptly access or review your e-statements and any accompanying items and notify us in writing immediately of any error, unauthorized transaction, or other irregularity. If you allow someone else to access your e-statement, you are still fully responsible for reviewing the e-statement for any errors, unauthorized transactions, or other irregularities. All provisions as set forth in the applicable Account Agreement, terms and conditions, and loanagreements shall continue to apply. You agree to log on to the REO Subsidiary against Online Banking web site at least once a monthto review your statements. In order to deliver notifications of new statements, you must update us with any change in your e-mail address. You can change the transfer e-mail address for the statement notification at any time. The Bank is not responsible for e-mail delivery failures beyond our control, including, but not limited to, Internet service provider outages, hardware or software failures, and interruption of telephone service, telecommunications facilities or interference from an outside source. Depending upon your email spam filter, you may wish to add XxxxxxxXxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx to your e-mail address book. A PDF version of the statement will be made available. Some marketing and promotional materials may not be available with the online statement. Your statement will remain available online for up to seven years. You may also print the statements or download to your own system. The PDF version of the statement will be the legal statement of record. Adobe Reader is required to view and print the legal copy of the statement. Adobe Reader is available for download free of charge at xxxx://xxx.xxxxx.xxx/. Please note that we are not responsible for the performance of any third- party software or for any damage to your device or other equipment caused by Buyer the installation of funds in an amount equal any third-party software. If the Account(s) for which you wish to receive online statements Service has multiple authorized signers, you agree that transmission of any e-mail notice to the Purchase Price Increase, with e-mail address that have been supplied for that Account constitutes fulfillment of our notification obligations (if any) on behalf of all Account signers. The consent of a simultaneous agreement by Buyer single Account signer to permit this Agreement constitutes the release consent of Contributed Assets with respect thereto from the REO Subsidiary, all joint Account holders and authorized signers and is sufficient to or activate e-statements for the benefit of POP upon payment by POP Account. By viewing the online statement of a portion previously activated Account, you agree to the terms and conditions of this section. The Bank reserves the right to terminate the electronic delivery of the Repurchase Price online statement at its sole discretion. If electronic delivery of the statement ceases, then paper statement delivery will resume to the Account address we have on record. It is your responsibility to keep your address up to date with us at all times. We are not liable if a statement is mailed to an incorrect address. By accepting this Online Banking Agreement when you sign on to Online Banking using your log on credentials, and then activating one or more of your Accounts for online statement delivery, you consent to the REO Subsidiary Interests representing the Repurchase Price in respect electronic delivery of your periodic statements including any check images you may currently receive, along with account disclosures, notices, etc. By taking such Contributed Assetsactions, in all cases, subject you consent to the terms of this Agreement. Each such transaction shall be referred to herein the e- statement terms and conditions as a “Transaction” and shall be governed by provide in this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, as they may be modified from time to time) with Sellers but rather sets forth . You may cancel your consent and again receive paper statements at any time by selecting ‘Statements’ and ‘Change Your Statement Delivery Method’ within Online Banking, then changing the procedures selected deliverypreference from online to be used in connection with periodic requests for Buyer to enter into Transactions with Sellerspaper. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, You may request a paper copy of any Transaction pursuant to this Agreement. All Rental Properties shall be managed statement by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementcalling us at 727.335.0500.

Applicability. From time Arbitration will not apply to time your Account as long as you are an active duty Servicemember under the parties hereto may enter into transactions in which any MilitaryLending Act or all Sellers agree (a) Servicemembers Civil Relief Act. Right to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer Reject this Arbitration Provision. YOU MAY CHOOSE TO REJECT THIS RESOLUTION OF DISPUTES BY ARBITRATION PROVISION BY SENDING US WRITTEN NOTICE AS DESCRIBED BELOW: Agreement to the applicable Seller Binding Arbitration provision: • If you agree to be bound by the above arbitration provision, then no action is needed on your part. • If you take no action, then effective immediately your Accounts will be bound by this arbitration provision. Rejection of the arbitration provision: • If you do not agree to be bound by this Binding Arbitration provision, you must send us written notice that you reject the arbitration provision within 30 days of receiving this notice, including the following information: o Your written notice must include: your name, as listed on your Account, your Account number, and astatement that you reject the arbitration provision, and; o You must send your written notice to Us at the following address: Climate First Bank Attention: Deposit Operations, St. Petersburg, Florida 33710 Entire Agreement This Agreement, together with the Other Agreements, is the complete and exclusive statement of the agreements between the Bank and you with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and you with respect to such Mortgage Loans on subject matter. In the event of any inconsistency between the terms of this Agreement and the Other Agreements, the terms of this Agreement shall govern with respect to the subjects contained herein. In the event performance of the Services provided through Online Banking in accordance with the terms of this Agreement would result in a servicing released basis at violation of any present or future stature, regulation, or government policy to which the Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to you as a date certain not later than result of such violation or amendment. No course of dealing between the Termination Date Bank and (b) you will constitute a modification of this Agreement, the rules, or the Security Procedures, or constitute an agreement between you and the Bank regardless of whatever practices and procedures the Bank and you may use. Data Review You have sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by us and delivered to pledge the beneficial interests in the REO Subsidiary to Buyer you in connection with Transactionsany Service. On You agree to carefully review all records and other information provided or made available to you by us and to report any discrepancies within 30 days of your statement date. For purposes of this section, "discrepancies" include, but are not limited to, missing deposits; missing, stolen or unauthorized checks or other withdrawal orders; checks or other withdrawal orders bearing an unauthorized signature, indorsement or alteration; illegible images; encoding errors made by you or us; and counterfeit. Your failure to promptly report to us within such specified time the existence of any discrepancies in any record or other information constitutes your acceptance of the record or other information as valid and accurate and shall preclude you from asserting against Bank any claims arising from or any loss caused by the discrepancy. Errors and Questions We report your Online and Mobile Banking transactions on the monthly statements for your linked Accounts. A description of each transaction, including whom you paid, and the date and amount of the transaction will appear on your statement. Your duty to report unauthorized transactions, alterations or any other error with reasonable promptness is outlined in your Deposit Account Agreement. You may also view Account activity online. Contact us immediately if you think: • Your statement or transaction record is wrong • You need more information about a transaction listed on your statement • An unauthorized person has discovered your Online Banking credentials • Someone has transferred or may transfer money from your Account without your permission • Online Bill payment transactions have been made without your authorization To initiate a payment inquiry, you may use Online Banking services to send a message request via secure email. Or you may contact us by calling 000-000-0000. Online Statements The provisions of this section are applicable upon enrollment and activation for the Bank e-statement service. To complete your requests to enroll and to stop receiving paper statements by mail for one or more of your Accounts, please read and accept the E-SIGN Disclosure and Consent Agreement and activate the e-statement delivery for any of your Eligible Accounts online. This E-SIGN Disclosure and Consent Agreement also applies to other types of communication from the Bank, including account disclosures, notices, alerts, etc. If you select and activate this option, you must then log on to the Bank’s secure Online Banking web site using your Online Banking log on credentials to review the new statement. As a convenience to you, we provide you with an e-mail notice that your statement is available for viewing. You must specify the e-mail addresses to receive such notices when activating this Service for your Accounts. We do not guarantee delivery of Contributed Assetssuch e- mail notice and reserve the right to cancel such e-mail notice at any time. Regardless of your receipt of e-mail notice, Buyer and PMC you agree that from time to time PMC shall initiate the transfer our posting of the Contributed Assets statement at the Online Banking web site constitutes delivery of the statement to you. Your receipt of e- statements does not in any way alter your obligation to promptly review your e- statements as set forth in the Other Agreements. You must promptly access or review your e-statements and any accompanying items and notify us in writing immediately of any error, unauthorized transaction, or other irregularity. If you allow someone else to access your e-statement, you are still fully responsible for reviewing the e-statement for any errors, unauthorized transactions, or other irregularities. All provisions as set forth in the applicable Account Agreement, terms and conditions, and loanagreements shall continue to apply. You agree to log on to the REO Subsidiary against Online Banking web site at least once a monthto review your statements. In order to deliver notifications of new statements, you must update us with any change in your e-mail address. You can change the transfer e-mail address for the statement notification at any time. The Bank is not responsible for e-mail delivery failures beyond our control, including, but not limited to, Internet service provider outages, hardware or software failures, and interruption of telephone service, telecommunications facilities or interference from an outside source. Depending upon your email spam filter, you may wish to add XxxxxxxXxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx to your e-mail address book. A PDF version of the statement will be made available. Some marketing and promotional materials may not be available with the online statement. Your statement will remain available online for up to seven years. You may also print the statements or download to your own system. The PDF version of the statement will be the legal statement of record. Adobe Reader is required to view and print the legal copy of the statement. Adobe Reader is available for download free of charge at xxxx://xxx.xxxxx.xxx/. Please note that we are not responsible for the performance of any third- party software or for any damage to your device or other equipment caused by Buyer the installation of funds in an amount equal any third-party software. If the Account(s) for which you wish to receive online statements Service has multiple authorized signers, you agree that transmission of any e-mail notice to the Purchase Price Increase, with e-mail address that have been supplied for that Account constitutes fulfillment of our notification obligations (if any) on behalf of all Account signers. The consent of a simultaneous agreement by Buyer single Account signer to permit this Agreement constitutes the release consent of Contributed Assets with respect thereto from the REO Subsidiary, all joint Account holders and authorized signers and is sufficient to or activate e-statements for the benefit of POP upon payment by POP Account. By viewing the online statement of a portion previously activated Account, you agree to the terms and conditions of this section. The Bank reserves the right to terminate the electronic delivery of the Repurchase Price online statement at its sole discretion. If electronic delivery of the statement ceases, then paper statement delivery will resume to the Account address we have on record. It is your responsibility to keep your address up to date with us at all times. We are not liable if a statement is mailed to an incorrect address. By accepting this Online Banking Agreement when you sign on to Online Banking using your log on credentials, and then activating one or more of your Accounts for online statement delivery, you consent to the REO Subsidiary Interests representing the Repurchase Price in respect electronic delivery of your periodic statements including any check images you may currently receive, along with account disclosures, notices, etc. By taking such Contributed Assetsactions, in all cases, subject you consent to the terms of this Agreement. Each such transaction shall be referred to herein the e- statement terms and conditions as a “Transaction” and shall be governed by provide in this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, as they may be modified from time to time) with Sellers but rather sets forth . You may cancel your consent and again receive paper statements at any time by selecting ‘Statements’ and ‘Change Your Statement Delivery Method’ within Online Banking, then changing the procedures selected deliverypreference from online to be used in connection with periodic requests for Buyer to enter into Transactions with Sellerspaper. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, You may request a paper copy of any Transaction pursuant to this Agreement. All Rental Properties shall be managed statement by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementcalling us at 000.000.0000.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the respective Seller agrees to transfer to the Buyer Mortgage Loans or REO Subsidiary Interests (valued from time to time based on a servicing released basis the REO Properties owned by the REO Subsidiary) against the transfer of funds by the Buyer, with a simultaneous agreement by the Buyer to transfer to the applicable respective Seller such Mortgage Loans on a servicing released basis and/or REO Subsidiary Interests and/or REO Properties at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by such Seller. This Agreement is a commitment by the Contributed Assets Buyer to engage in the Transactions as set forth herein up to the REO Subsidiary against Maximum Committed Purchase Price; provided, that the transfer by Buyer of funds shall have no commitment to enter into any Transaction requested which would result in an amount equal to the aggregate Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for then outstanding Transactions to exceed the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementMaximum Committed Purchase Price. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, will purchase the REO Subsidiary Interests from time to time) with Sellers but rather sets forth the procedures to be used applicable Seller in connection with periodic requests for the initial Transaction. After the initial Purchase Date, as part of separate Transactions, a Seller may request and the Buyer will fund, subject to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMC, as an increase in the sole member Purchase Price for the REO Subsidiary Interests based upon the acquisition of additional REO Property by the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents Transactions relating to Purchase Price Increases will be terminated and the Repurchase Price for the related REO Property will be paid to the removal and dissolution described Buyer in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4 hereof.

Applicability. From time to time the parties hereto may may, with respect to the Uncommitted Amount, and shall, with respect to the Committed Amount, enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans the Purchased Asset on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans Purchased Asset on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge Date. Seller owns the beneficial interests Trust Certificate representing 100% of the Trust Interests in Trust Subsidiary. On the REO Subsidiary to initial Purchase Date, Buyer will purchase the Trust Certificate from Seller in connection with Transactionsthe Transaction on such date. On account After the initial Purchase Date, as part of Contributed Assets, Buyer and PMC agree that separate Transactions from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by xxxx Xxxxxx may request and Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all casesmay fund, subject to the terms and conditions of this Agreement, a Purchase Price Increase. Each such transaction involving the transfer of the Purchased Asset or additional Underlying Mortgage Loans to the Trust Subsidiary resulting in an increase or decrease in the value of the Purchased Asset shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement with respect to the Uncommitted Amount is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that with respect to the Uncommitted Amount Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties In order to further secure the Obligations hereunder, the interests in the Underlying Mortgage Loans and other assets of the Trust Subsidiary shall be managed pledged by the Trust Subsidiary to the Buyer pursuant to this Agreement. As additional credit enhancement in connection with the Transactions hereunder and as a condition precedent to Buyer entering into the Transactions hereunder, Guarantor shall deliver a guaranty and pledge to Buyer. This Agreement refers to Trust Interests representing direct beneficial interests in Underlying Mortgage Loans. The parties understand that Underlying Mortgage Loans are owned by the Trust Subsidiary and that the Trust Interests represent the ownership interest in the Underlying Mortgage Loans. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying Mortgage Loans owned by Trust Subsidiary or any other property owned by a Property Manager and separate legal entity, such references shall exceed be construed as referring to such Underlying Mortgage Loans owned by Trust Subsidiary or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementother such property owned by such separate legal entity.

Applicability. Section 1 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following: From time to time time, at the request of any or all Sellers, the parties hereto may enter into transactions in which (a) (i) any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis Purchased Assets against the transfer of funds by BuyerBuyer to the applicable Seller and (ii) ACRC agrees to transfer to Buyer Mezzanine Subsidiary Interests (it being understood that Purchased Assets which consist of Mezzanine Subsidiary Interests will be valued from time to time based on the applicable Mezzanine Subsidiary Assets owned by the Mezzanine Subsidiary), with a simultaneous agreement by and (b) Buyer simultaneously agrees to transfer to the applicable Seller each of such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than the Termination applicable Repurchase Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementapplicable Seller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this AgreementAgreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. For the avoidance of doubt, upon receipt of the Repurchase Price (or Purchase Price Decrease, as applicable) in each Transaction, Buyer shall be obligated to return to the applicable Seller the same Purchased Assets such Seller originally transferred to Buyer pursuant to such Transaction (or to release the same Mezzanine Subsidiary Asset, as applicable). This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties Any commitment to enter into Transactions shall be managed by a Property Manager set forth in the Pricing Letter, and shall exceed or meet the Leasing Criteria be subject to satisfaction of all terms and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From Barclays and Seller entered into that certain Master Repurchase Agreement, dated as of March 25, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes the manner of sale of Eligible Mortgage Loans and the method and manner by which Seller will repurchase such Purchased Assets, and contemporaneously entered into the Program Documents (as such term is defined in such Original Agreement). Purchasers and Seller desire to further amend and restate the Original Agreement in its entirety to add Xxxxxx as a party and to make certain other changes and contemporaneously enter into or reaffirm the Program Documents (as such term is defined in this Agreement), as applicable. Barclays may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer a Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by Buyersuch Purchaser, with a simultaneous agreement by Buyer such Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer Asset Base; and PMC agree provided further that from time to time PMC any FHA Buyout Loans purchased hereunder shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer be purchased by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement Xxxxxx and any other Eligible Mortgage Loans purchased hereunder shall be purchased by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBarclays. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer Purchasers to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchasers to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is Purchasers are under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents with respect to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementUncommitted Amount.

Applicability. From (i)Pursuant to the Existing Facility, Administrative Agent, on behalf of Buyers, previously purchased certain Purchased Assets from the Sellers. Pursuant to the Existing Facility and from time to time time, upon the terms and conditions set forth therein, the parties hereto may agreed to enter into transactions (the “Existing Transactions”), on an uncommitted basis, in which any or all Sellers agree (a) agreed to transfer to Buyer Mortgage Loans Administrative Agent on a servicing released basis behalf of Buyers the Purchased Assets against the transfer of funds by BuyerAdministrative Agent, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate Purchased Assets against the transfer of funds by such Seller. To the Contributed Assets extent the parties hereto agree to enter into new Transactions after the REO Subsidiary against the transfer by Buyer Effective Date and as part of funds in an amount equal to the Purchase Price Increase, with separate Transactions a simultaneous agreement by Buyer to permit the release Seller may request and Administrative Agent on behalf of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all casesBuyers may fund, subject to the terms and conditions of this Agreement, an increase in the Purchase Price for the Purchased Assets based upon the transfer of additional Contributed Mortgage Loans to the Transaction Subsidiary and allocation thereof to one or more Participation Interests. Each such transaction (together with the Existing Transactions) shall be referred to herein as a “Transaction”. From time to time, each Seller may request a release of Purchased Assets and Contributed Mortgage Loans from the Administrative Agent on behalf of Buyers in conjunction with an Optional Repurchase. Each such transaction involving the transfer of Purchased Assets or additional Contributed Mortgage Loans to the Transaction Subsidiary resulting in an increase or decrease in the value of the Purchased Assets shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer Administrative Agent on behalf of Buyers to enter into Transactions (including Purchase Price Increasesengage in the Transactions, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter requirements under which the Administrative Agent on behalf of Buyers would consider entering into Transactions as set forth herein; provided, however, if a Buyer engages in a Transaction, such Transaction may only be terminated by such Buyer in accordance with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution provisions of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From time On the Closing Date, the parties hereto entered into transactions in which the Seller transferred to time the Purchaser all of its rights, title and interest to those Eligible Assets (as defined herein) set forth on Schedule II hereto (the “Closing Date Eligible Assets”) against the transfer of funds by Purchaser to Seller, with a simultaneous agreement by Purchaser to transfer back to Seller such Eligible Assets at a date certain or on demand, against the transfer of funds by Seller to Purchaser. On the date hereof, the parties hereto shall enter into transactions in which the Seller agrees to transfer to the Purchaser all of its rights, title and interest to those A&R Closing Date Eligible Assets set forth on Schedule IIA hereto against the transfer of funds by Purchaser to Seller, with a simultaneous agreement by Purchaser to transfer back to Seller such Eligible Assets at a date certain or on demand, against the transfer of funds by Seller to Purchaser. By no later than December 20, 2013, pursuant to Article 3(o) hereof, the parties hereto may enter into transactions an additional transaction in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans on the Purchaser all of its rights, title and interest to a servicing released basis certain Additional Eligible Asset (to the extent expressly set forth in Article 3(o)), against the transfer of funds by BuyerPurchaser to Seller, with a simultaneous agreement by Buyer Purchaser to transfer back to Seller such Additional Eligible Asset at a date certain or on demand, against the transfer of funds by Seller to Purchaser. From time to time, pursuant to Article 3(m) hereof, the parties hereto may enter into substitution transactions in which Seller agrees to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date Purchaser all of its rights, title and interest to certain not later than Substitute Eligible Assets (to the Termination Date and (bextent expressly set forth in Article 3(m)) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed replace existing Purchased Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer Purchaser to permit transfer back to Seller such Substitute Eligible Assets at a date certain or on demand, against the release transfer of Contributed Assets with respect thereto from the REO Subsidiary, funds by Seller to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementPurchaser. Each such transaction described above in this Article 1 shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager schedules and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteriaexhibits identified herein as applicable hereunder. The Legacy REO Subsidiary is hereby removed from this Agreement and all transfer of its obligations as an “REO Subsidiary” hereunder. Following the execution of this AgreementEligible Asset, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein Substitute Eligible Asset or in the Existing Repurchase AgreementAdditional Eligible Asset shall constitute a distinct Transaction.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) a Seller agrees to transfer to Buyer the Administrative Agent for the benefit of the Buyers Mortgage Loans on a servicing released basis (as hereinafter defined) against the transfer of funds by Buyerthe Administrative Agent for the benefit of the Buyers, with a simultaneous agreement by Buyer and the Administrative Agent on behalf of the Buyers shall be obligated to transfer to the applicable such Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by such Seller. This Agreement is a commitment by Committed Buyers to engage in the Contributed Assets Transactions as set forth herein up to their respective Commitments; provided, that the REO Subsidiary against Committed Buyers shall have no commitment to enter into any Transaction requested which would result in the transfer by Buyer of funds in an amount equal to the aggregate Purchase Price Increase, with a simultaneous agreement of then outstanding Transactions to exceed the Maximum Committed Purchase Price. No more than one (1) Transaction shall be made by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or Administrative Agent for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBuyers on any Business Day. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment On the date hereof and subject to the conditions to the initial Transaction as set forth in Section 10(a), the JPM Buying Group shall pay to the Credit Suisse Buying Group an amount equal to $59,883,365.35 and upon receipt by Buyer to enter into Transactions the Credit Suisse Buying Group of such payment, the JPM Buying Group shall own fifty percent (including 50%) of the interests in the outstanding Purchase Price Increases, from time to time) with Sellers but rather sets forth on the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellersdate hereof. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause Credit Suisse Buying Group represents and warrants that the dissolution portion of the Legacy REO SubsidiaryPurchase Price to be sold by it hereunder is owned by it free and clear of any liens, claims or encumbrances created by it. Buyer hereby consents The parties acknowledge and agree that this assignment is being made to effect the removal and dissolution described allocation of the Purchase Price as of the date hereof among the Buying Groups on a pro rata basis in this paragraph notwithstanding anything to accordance with the contrary contained herein or in the Existing Repurchase AgreementBuying Group Limits.

Applicability. From time to time at the request of any or all Sellers the parties hereto may enter into transactions in which (a) (i) any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis Purchased Assets against the transfer of funds by BuyerBuyer to the applicable Seller and (ii) ACRC agrees to transfer to Buyer Mezzanine Subsidiary Interests (it being understood that Purchased Assets which consist of Mezzanine Subsidiary Interests will be valued from time to time based on the applicable Mezzanine Subsidiary Assets owned by the Mezzanine Subsidiary), with a simultaneous agreement by and (b) Buyer simultaneously agrees to transfer to the applicable Seller each of such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than the Termination applicable Repurchase Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementapplicable Seller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this AgreementAgreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. For the avoidance of doubt, upon receipt of the Repurchase Price (or Purchase Price Decrease, as applicable) in each Transaction, Buyer shall be obligated to return to the applicable Seller the same Purchased Assets such Seller originally transferred to Buyer pursuant to such Transaction (or to release the same Mezzanine Subsidiary Asset, as applicable). This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather up to the Maximum Committed Purchase Price, and sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement in excess of the Maximum Committed Purchase Price. The commitment to enter into Transactions up to the Maximum Committed Purchase Price, and in Buyer’s sole discretion up to the Maximum Aggregate Purchase Price, shall be subject to satisfaction of all terms and conditions of this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet The Pricing Letter is one of the Leasing Criteria and Tenant Underwriting CriteriaProgram Documents as defined below. The Legacy REO Subsidiary Pricing Letter is hereby removed from incorporated by reference into this Agreement and each Seller Party and Buyer agree to adhere to all terms, conditions and requirements of its obligations the Pricing Letter as an “REO Subsidiary” hereunderincorporated herein. Following In the execution event of a conflict or inconsistency between this Agreement and the Pricing Letter, the terms of the Pricing Letter shall govern. On the initial Purchase Date, Buyer will purchase the Mezzanine Subsidiary Interests from ACRC in connection with the initial Transaction. After the initial Purchase Date, as part of separate Transactions, ACRC may request and Buyer will fund, subject to the terms and conditions of this Agreement, PMCa Purchase Price Increase for the Mezzanine Subsidiary Interests based upon the acquisition of additional Mezzanine Subsidiary Assets by the Mezzanine Subsidiary. After the initial Purchase Date, as the sole member part of the Legacy REO Subsidiaryseparate Transactions, intends to cause the dissolution of the Legacy REO Subsidiary. any Seller may request, and Buyer hereby consents will fund, subject to the removal terms and dissolution described in conditions of this paragraph notwithstanding anything Agreement, an increase to the contrary contained herein Purchase Price for a Purchased Asset based on an increase in Asset Value solely resulting from the satisfaction, in whole, or in the Existing Repurchase Agreementpart, of a Future Funding Obligation.

Applicability. From Barclays and Seller entered into that certain Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes the manner of sale of Eligible Mortgage Loans and the method and manner by which Seller will repurchase such Purchased Assets, and contemporaneously entered into the Program Documents (as such term is defined in such Original Agreement). Purchasers and Seller desire to further amend and restate the Original Agreement in its entirety to add the REO Asset as an Eligible Asset and to make certain changes and contemporaneously enter into or reaffirm the Program Documents (as such term is defined in this Agreement), as applicable. Barclays may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree Seller sells to a Purchaser Eligible Assets (a) and transfers to transfer to Buyer Mortgage Loans Xxxxxx the REO Asset), on a servicing servicing-released basis basis, against the transfer of funds by Buyersuch Purchaser, with a simultaneous agreement by Buyer such Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the sum of the Aggregate EPF Purchase Price and the HCM Aggregate MRA Purchase Price) and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsAsset Base; and provided, Buyer further, that any FHA Buyout Loans or HECM Buyout Loans purchased hereunder shall be purchased by Xxxxxx and PMC agree that from time to time PMC any other Eligible Mortgage Loans purchased hereunder shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer be purchased by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBarclays. Each such transaction involving (x) the transfer of Eligible Mortgage Loans to a Purchaser or (y) the transfer of REO Property to REO Subsidiary resulting in an increase in the value of the REO Asset, shall each be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer Purchasers to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchasers to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is Purchasers are under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager After the initial Purchase Date, as part of separate Transactions, Seller may request and, as set forth in the previous paragraph and shall exceed or meet subject to the Leasing Criteria terms and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMC, as a Purchaser may or shall fund an increase in the sole member Aggregate MRA Purchase Price for (i) additional Eligible Mortgage Loans and (ii) the REO Asset based upon either the conveyance by Seller of additional REO Properties to REO Subsidiary or the Legacy acquisition of additional REO Properties by the REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From Agent, Xxxxxx Funding LLC (“Xxxxxx”) and Seller entered into that certain Master Repurchase Agreement, dated as of September 29, 2015, but effective as of October 15, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes the manner of sale of Eligible Mortgage Loans and the method and manner by which Seller will repurchase such Purchased Assets, and contemporaneously entered into the Program Documents (as such term is defined in such Original Agreement). Agent, Xxxxxx and Seller desire to amend and restate the Original Agreement in its entirety to (i) remove Xxxxxx as a purchaser, (ii) add Barclays as a purchaser, (iii) make certain other changes and (iv) contemporaneously enter into or reaffirm the Program Documents (as such term is defined in this Agreement), as applicable. To effectuate the desired changes and in consideration of the premises and the other mutual covenants contained herein, (a) Xxxxxx hereby automatically releases its lien on all assets upon which a lien was granted pursuant to the Original Agreement and (b) Xxxxxx hereby authorizes the filing of any amendments as it shall reasonably determine are necessary or appropriate to evidence such lien release. Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which (x) with respect to the initial Transaction pursuant to this Agreement, RMS sells to Purchaser the REO Asset and (y) with respect to any or all Sellers agree (a) Transaction, a Seller sells to transfer to Buyer Mortgage Loans Purchaser Eligible Assets, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to Seller the applicable Seller such Mortgage Loans related Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsone year following such transfer, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by such Seller; provided that the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Aggregate MRA Purchase Price Increaseshall not exceed, with a simultaneous agreement by Buyer to permit as of any date of determination, the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementMaximum Aggregate Purchase Price. Each such transaction involving (x) the transfer of Eligible Mortgage Loans to Purchaser or (y) the transfer of REO Property (including REO Property resulting from a conversion of REO Property from a Mortgage Loan pursuant to Section 3(j) of this Agreement) to REO Subsidiary resulting in an increase in the value of the REO Asset, shall each be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal joinder of such additional purchasers. On the initial Purchase Date under the Original Agreement, Purchaser purchased certain Eligible Mortgage Loans from Seller in connection with the Transaction on such date. After the initial Purchase Date, as part of separate Transactions, Seller previously requested and dissolution described may request and, as set forth in this the previous paragraph notwithstanding anything and subject to the contrary contained herein terms and conditions of this Agreement, Purchaser may or shall fund an increase in the Existing Repurchase AgreementAggregate MRA Purchase Price for (i) additional Eligible Mortgage Loans and (ii) the REO Asset based upon the conveyance by RMS of additional REO Properties to REO Subsidiary or the acquisition of additional REO Properties by the REO Subsidiary.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer a Buyer, or Administrative Agent on behalf of Buyers, Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by such Buyer, or Administrative Agent on behalf of such Buyer, with a simultaneous agreement by such Buyer, or the Administrative Agent on behalf of such Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller. This Agreement is a commitment by Committed Buyers and/or Administrative Agent on behalf of Committed Buyers to engage in the Contributed Assets Transactions as set forth herein up to the REO Subsidiary against Maximum Committed Purchase Price; provided, that Committed Buyers and Administrative Agent on behalf of Committed Buyers shall have no commitment to enter into any Transaction requested that would result in the transfer by Buyer of funds in an amount equal to the aggregate Purchase Price Increaseof then-outstanding Transactions exceeding the Maximum Committed Purchase Price, with a simultaneous agreement by Buyer to permit and in no event shall the release aggregate Purchase Price of Contributed Assets with respect thereto from outstanding Transactions exceed the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Maximum Aggregate Purchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementat any time. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a commitment by separate Transaction and (b) with respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers’ option, be sold to different Buyers on a pro rata basis, such that one Buyer to enter into Transactions (including pays the Base Purchase Price Increasesand another Buyer pays the Incremental Purchase Price, from time to time) with Sellers but rather sets forth in which case, the procedures to be used in connection with periodic requests Administrative Agent shall own the Designated Mortgage Loan, for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member benefit of the Legacy REO Subsidiarypurchasing Buyers, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementon a pro rata, pari passu basis.

Applicability. UK Seller and Buyer entered into that certain Master Repurchase and Securities Contract Agreement, dated as of March 3, 2014 (the “Original Agreement”). UK Seller, EUR Seller and Buyer amended and restated the Original Agreement pursuant to that certain Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of June 16, 2014, as amended pursuant to that certain First Amendment to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2017 (the “Existing Agreement”). By this Agreement, U.S. Seller hereby acknowledges, agrees and confirms that, effective as of the date hereof, by its execution of this Agreement, U.S. Seller will be deemed to be a party to and a “Seller” under this Agreement and the other Transaction Documents. U.S. Seller hereby ratifies, as of the date hereof, and agrees to be bound, jointly and severally with each Seller with respect to matters arising after the date hereof, by, all of the terms, provisions and conditions contained herein and the other applicable Transaction Documents. Seller and Buyer have agreed that this Agreement amends, restates and supersedes the Existing Agreement in its entirety. All Transactions (as defined in the Existing Agreement) outstanding under the Existing Agreement as of the date hereof shall be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Existing Agreement) under the Existing Agreement as of the date hereof shall be deemed to be Confirmations under this Agreement (and, accordingly, subject to the terms and conditions hereof) and all references in any Transaction Documents to “the Agreement,” “the Repurchase Agreement” or any similar formulation intended to refer to the currently effective Master Repurchase and Securities Contract Agreement among the parties hereto shall be deemed to be references to this Agreement. From time to time the parties hereto may enter into transactions in which any or all Sellers Seller and Buyer agree (a) to the transfer from Seller to Buyer Mortgage Loans on a servicing released basis all of its rights, title and interest to certain Eligible Assets (as defined herein) or other assets and, in each case, the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by BuyerBuyer to Seller, with a simultaneous agreement by Buyer to transfer back to the applicable Seller such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets funds by Seller to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBuyer. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellersany exhibits identified herein as applicable hereunder. Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, at no time shall Buyer be obligated to purchase or effect the transfer of any Eligible Asset from Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From Barclays and Sellers entered into that certain Master Repurchase Agreement, dated as of March 11, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes the manner of sale of Eligible Mortgage Loans and the method and manner by which Sellers will repurchase such Purchased Assets, and contemporaneously entered into the Program Documents (as such term is defined in such Original Agreement). Purchasers and Sellers desire to further amend and restate the Original Agreement in its entirety to add Xxxxxx as a party and to make certain other changes and contemporaneously enter into or reaffirm the Program Documents (as such term is defined in this Agreement), as applicable. Purchasers may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to Seller the applicable Seller such Mortgage Loans related Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date and transfer of funds by Seller; provided that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) or (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer Asset Base; and PMC agree provided further that from time to time PMC any FHA Buyout Loans purchased hereunder shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer be purchased by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement Xxxxxx and any other Eligible Mortgage Loans purchased hereunder shall be purchased by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBarclays. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementjoinder of such additional purchasers.

Applicability. a. From time to time during the Availability Period (as defined below) the parties hereto may enter into transactions in which any or all Sellers agree Seller agrees to (ai) transfer Purchased Assets (as hereinafter defined) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by BuyerBuyer to Seller or Seller’s designee, with a simultaneous agreement by Buyer to transfer such Purchased Assets back to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate or on demand against the transfer of the funds by Seller to Buyer and/or (ii) transfer Contributed Assets Crop Loans (as hereinafter defined) to the REO Trust Subsidiary against the transfer of funds by Buyer of funds in to Seller or Seller’s designee as an amount equal increase to the Purchase Price Increase(as hereinafter defined) of the Trust Subsidiary Interests in the Trust Subsidiary, with a simultaneous agreement by Buyer to permit allow the Trust Subsidiary to release such Contributed Crop Loan back to Seller at a date certain or on demand against the transfer of Contributed Assets with respect thereto from funds by Seller or the REO Subsidiary, Trust Subsidiary to or for the benefit of POP upon payment by POP of a portion Buyer as partial repayment of the Repurchase Purchase Price for the REO of Trust Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementInterests. Each such transaction of the transactions described in the preceding sentence shall be referred to herein as a “Transaction” and and, unless otherwise agreed by the parties to this Agreement in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to enter into Transactions For the avoidance of doubt and for administrative tracking purposes, the purchase and sale of each Purchased Asset (including and each increase or decrease in the Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used of any Trust Subsidiary Interests in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, the acquisition by Trust Subsidiary of a Contributed Crop Loan or to enter into, any Transaction pursuant to this Agreement. All Rental Properties the release by Trust Subsidiary of a Contributed Crop Loan) shall be managed by deemed a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementseparate Transaction.

Applicability. From On the initial Purchase Date, Buyer may from time to time with respect to the parties hereto may Uncommitted Amount and shall, with respect to the Committed Amount, upon the request of United Shore and subject to the terms and conditions set forth herein, enter into transactions in which any or all Sellers agree (ai) Participation Seller will sell, and Buyer will purchase, the Participation Interests issued with respect to transfer certain Eligible Loans and the Participation Certificate representing such Participation Interests, and (ii) United Shore will sell, and Buyer will purchase, the Eligible Loans related to Buyer Mortgage Loans on a servicing released basis such Participation Interests, against the transfer of funds by BuyerBuyer in an amount equal to the Purchase Price, with a simultaneous agreement by Buyer to transfer to the applicable (A) Participation Seller such Mortgage Participation Interests and (B) to United Shore such Loans on a servicing released basis at a date certain not later than certain, against the Termination Date transfer of funds by United Shore, in an amount equal to the Repurchase Price (the “Initial Transaction”). The Purchase Price paid by Buyer with respect to the Initial Transaction and (b) to pledge each subsequent Transaction shall be based on the beneficial interests aggregate Purchase Price for all Eligible Loans and Eligible Participation Interests represented by such Participation Certificate and sold in such Transaction on such Purchase Date. Following the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsInitial Transaction, Buyer and PMC agree that may from time to time PMC with respect to the Uncommitted Amount and shall, with respect to the Committed Amount, upon the request of United Shore and subject to the terms and conditions set forth herein, enter into transactions in which (i) Participation Seller will transfer to Buyer additional Eligible Participation Interests, which shall initiate be represented by the Participation Certificate pursuant to an updated Participation Schedule, and (ii) United Shore will sell to Buyer the Eligible Loans related to such Participation Interests, against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, for such Eligible Participation Interests and Eligible Loans with a simultaneous agreement by Buyer to permit transfer to (A) Participation Seller such Participation Interests and (B) United Shore such Loans at a date certain, against the release transfer of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment funds by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed AssetsSeller, in all cases, subject an amount equal to the terms of this Agreementrelated Repurchase Price. Each The Initial Transaction and each such subsequent transaction shall be referred to herein as a “Transaction” and ”, and, unless otherwise agreed in writing, shall be governed by this Agreement; provided the Transactions shall not, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including on any date of determination, exceed the Maximum Aggregate Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementPrice.

Applicability. Section 1 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans Administrative Agent on behalf of Buyers certain Purchased Assets (including, without limitation, the related Contributed Assets) (as hereinafter defined) on a servicing released basis against the transfer of funds by BuyerAdministrative Agent, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction and (b) with respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers’ option, be LEGAL02/40320403v10 sold to different Buyers on a pro rata basis, such that one Buyer pays the Purchase Price-Base and other Buyers pay the Purchase Price-Incremental 1 and Purchase Price-Incremental 2, as applicable, and, in which case, the Administrative Agent shall own the Designated Mortgage Loan, for the benefit of the purchasing Buyers, on a pro rata, pari passu basis. This Agreement is not a commitment by Committed Buyer and/or Administrative Agent on behalf of Committed Buyer to engage in the Transactions the subject of which are Purchased Mortgage Loans up to the Maximum Committed Amount. In no event shall the Committed Buyer and/or Administrative Agent on behalf of Committed Buyer have any commitment to enter into Transactions (including any Transaction requested that would result in the aggregate Purchase Price Increasesof then-outstanding Transactions to exceed the Maximum Committed Amount. For the avoidance of doubt, from time Transactions attributed to time) with Sellers but rather sets forth the procedures Maximum Committed Amount shall solely be attributed to be used in connection with periodic requests for the Committed Buyer and Alpine shall have no commitment hereunder to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementTransactions.

Applicability. From Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which (x) with respect to the initial Transaction pursuant to this Agreement, RMS sells to Purchaser the REO Asset and (y) with respect to any or all Sellers agree (a) Transaction, Seller sells to transfer to Buyer Mortgage Loans Purchaser Eligible Assets, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to Seller the applicable Seller such Mortgage Loans related Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsone year following such transfer, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller; provided that the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Aggregate MRA Purchase Price Increaseshall not exceed, with a simultaneous agreement by Buyer to permit as of any date of determination, the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementMaximum Aggregate Purchase Price. Each such transaction involving (x) the transfer of Eligible Mortgage Loans to Purchaser or (y) the transfer of REO Property (including REO Property resulting from a conversion of REO Property from a Mortgage Loan pursuant to Section 3(j) of this Agreement) to REO Subsidiary resulting in an increase in the value of the REO Asset, shall each be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal joinder of such additional purchasers. On the initial Purchase Date, Purchaser will purchase certain Eligible Mortgage Loans from Seller in connection with the Transaction on such date. After the initial Purchase Date, as part of separate Transactions, Seller may request and, as set forth in the previous paragraph and dissolution described in this paragraph notwithstanding anything subject to the contrary contained herein terms and conditions of this Agreement, Purchaser may or shall fund an increase in the Existing Repurchase AgreementAggregate MRA Purchase Price for (i) additional Eligible Mortgage Loans and (ii) the REO Asset based upon the conveyance by RMS of additional REO Properties to REO Subsidiary or the acquisition of additional REO Properties by the REO Subsidiary.

Applicability. From time The provisions of this Section 4.1 shall apply to time the parties hereto may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyerany Warrant issued to any Holder thereof and the shares of Common Stock purchasable upon exercise of the Warrant, with a simultaneous agreement by Buyer subject to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that adjustments from time to time PMC shall initiate the transfer of the Contributed Assets pursuant to the REO Subsidiary against provisions contained in the transfer by Buyer Warrant (such securities, together with any shares of funds in an amount equal to the Purchase Price Increasestock or warrants or rights issued as, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto or resulting from the REO Subsidiaryissuance of, to a dividend or for other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementaggregate called "Restricted Securities"). Each such transaction transfer of a Restricted Security is herein called a "Restricted Action". The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 4 are in effect. The restrictions imposed by this Section 4 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively registered under the Securities Act and all applicable state securities laws and disposed of in accordance with the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the holder thereof as shall be referred reasonably satisfactory to herein as a “Transaction” and shall be governed by this Agreementthe Company, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures such opinion to be used concurred in connection by counsel to the Company (such concurrence not to be unreasonably withheld), such restrictions are no longer required with periodic requests for Buyer respect to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, such Restricted Securities or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCsuch Restricted Action, as the sole member case may be, in order to insure compliance with the Securities Act or under any applicable state securities laws. Whenever such restrictions shall terminate as to any Restricted Securities, the same shall no longer be deemed to be Restricted Securities, and the holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described applicable legend set forth in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementSection 4.2 hereof.

Applicability. From time to time the parties hereto may may, with respect to the Uncommitted Amount, and shall, with respect to the Committed Amount, enter into transactions in which any or all Sellers agree (a) to transfer Seller transfers to Buyer Mortgage Loans the Purchased Assets on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and Date. From time to time, the Seller may request Purchase Price Increases for the Transaction involving either (bi) the Participation Interests sold to pledge Buyer in accordance with this Agreement in conjunction with the beneficial interests allocation of an Underlying Mortgage Loan to the Participation Interests as a result of the increase in Funding Asset Value of the Participation Interests or (ii) the REO Subsidiary Interests pledged to Buyer in connection accordance with Transactions. On account this Agreement in conjunction with the allocation of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets an Underlying REO Property to the REO Subsidiary against Interests as a result of the transfer by Buyer increase in Funding Asset Value of funds in the REO Subsidiary Interests. From time to time, Nationstar Servicer may convey an amount equal REO Property to the Purchase Price IncreaseREO Subsidiary upon foreclosure or other conversion of a Mortgage Loan to an REO Property which for the avoidance of doubt shall not be a conveyance of bare legal title which shall remain with Nationstar Servicer, with as Nominee. From time to time, Seller may request a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto REO Property from the REO Subsidiary, to Subsidiary or for a Mortgage Loan from the benefit of POP upon payment by POP of Participation Interest in conjunction with a portion Purchase Price Decrease as a result of the Repurchase Price for decrease in Asset Value of the REO Subsidiary Interests representing the Repurchase Price or Participation Interests in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementconnection therewith. Each such transaction and Purchase Price Increase shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For administrative and tracking purposes, the parties hereto may allocate Transactions and the related Underlying Assets to certain pools identified as Facility Pools and Discrete Pools. This Agreement with respect to the Uncommitted Amount is not a commitment by Buyer to enter into the Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into the Transactions with Sellersthe Seller. Each Seller hereby acknowledges that with respect to the Uncommitted Amount Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties On a Purchase Date, Nationstar Servicer shall be managed by a Property Manager issue to the Seller, the related Participation Interests. In order to further secure the obligations of Seller hereunder, (a) Nationstar Servicer shall pledge its interest, if any, in the Purchased Assets, Underlying Assets and shall exceed or meet the Leasing Criteria Repurchase Assets, and Tenant Underwriting Criteria. The Legacy (b) the REO Subsidiary is hereby removed from this Agreement shall pledge its interest, if any, in the Purchased Assets, Underlying REO Properties and all of its obligations as an “the Repurchase Assets, in each case, to Buyer. On the initial Purchase Date, Seller will pledge the Eligible REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents Subsidiary Interests with respect to the removal and dissolution described REO Subsidiary in this paragraph notwithstanding anything to connection with the contrary contained herein or in the Existing Repurchase Agreementinitial Transaction.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the applicable Seller agrees to transfer to Buyer Mortgage Loans (as hereinafter defined) on a servicing released basis and the Trust Interests against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Purchased Mortgage Loans on a servicing released basis at a date certain not later than and the Termination Date and (b) Trust Interests against the transfer of funds by Sellers. From time to pledge time, the beneficial interests Sellers may request Purchase Price Increases for the Transaction involving the Trust Interests in conjunction with the transfer of an REO Property to the REO Subsidiary or any Trust Subsidiary or Trust Mortgage Loans to Buyer any Trust Subsidiary, as applicable, as a result of the increase in Market Value of the Trust Interests. From time to time, the Sellers may request a release of REO Property from the REO Subsidiary or any Trust Subsidiary or Trust Mortgage Loans from a Trust Subsidiary, as applicable, in conjunction with a Mandatory Partial Prepayment as a result of the decrease in Market Value of the Trust Interests in connection with Transactionstherewith. On account of Contributed AssetsThis Agreement is a commitment by Buyer to engage in the Transactions (and requests for Purchase Price Increases, Buyer and PMC agree that from time to time PMC time) as set forth herein up to the Maximum Committed Purchase Price; provided, that Buyer shall initiate have no commitment to enter into any Transaction or agree to any Purchase Price Increase requested that would result in the aggregate Purchase Price of then-outstanding Transactions to exceed the Maximum Committed Purchase Price. Each such transaction involving the transfer of Mortgage Loans or the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Trust Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by On the Initial Purchase Date, Buyer purchased the Trust Interests with respect to enter into Transactions (including Purchase Price Increases, the REO Subsidiary from time to time) with Sellers but rather sets forth the procedures to be used PennyMac Corp. in connection with periodic requests for the initial Transaction and, on the Amendment Purchase Date, Buyer will purchase the Trust Interests with respect to enter into Transactions SWDNSI Trust Series 2010-3 from PennyMac Corp. and SWDNSI Trust Series 2010-4 from PennyMac Holdings in connection with Sellersthe Transaction on such date. Each Seller hereby acknowledges that On subsequent Purchase Dates, Buyer is under no obligation will subject to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from conditions of this Agreement purchase additional Trust Interests. After the Initial Purchase Date, as part of a Purchase Price Increase Request, Sellers may request and all of its obligations as an “REO Subsidiary” hereunder. Following Buyer will fund, subject to the execution terms and conditions of this Agreement, PMCan increase in the Purchase Price for the Transactions in respect of the Trust Interests based upon the acquisition of additional REO Properties by the REO Subsidiary or a Trust Subsidiary, or additional Trust Mortgage Loans by a Trust Subsidiary, as applicable. From time to time, the sole member of the Legacy REO Subsidiary, intends Sellers will pay a Mandatory Partial Prepayment to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4(b) hereof.

Applicability. On a Purchase Date, the Buyer purchased the Subsidiary Certificates (as defined herein) from the Sellers in connection with the Transaction on such date, with a simultaneous agreement by Buyer to transfer to Sellers each Subsidiary Certificate at a date certain, against the transfer of funds by Sellers, in an amount equal to the Repurchase Price for such Subsidiary Certificate. From time to time the parties hereto may enter into transactions Transactions in which any or all Sellers agree (a) the applicable Seller agrees to initiate the transfer to Buyer of Mortgage Loans or Contributed Assets, as applicable (as hereinafter defined) on a servicing released basis against the transfer of funds by BuyerBuyer in an amount equal to the Purchase Price for the related Purchased Mortgage Loans or the Purchase Price Increase on account of the applicable Subsidiary Certificate as the result of the increase in value with respect to the Contributed Asset transferred to the Asset Subsidiary, with a simultaneous agreement by Buyer to transfer sell the Purchased Mortgage Loans back to the Seller for the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Repurchase Price Increase, with a simultaneous agreement by Buyer to or permit the release of Contributed Assets with respect thereto from the REO Asset Subsidiary, to or for the benefit of POP the applicable Seller upon payment by POP such Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Certificate representing the Repurchase Price in respect of such Contributed AssetsAsset, in all cases, cases subject to the terms of this Agreement. Each such transaction involving any acquisition or transfer of Subsidiary Interests, Mortgage Loans and/or Contributed Assets shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to enter into engage in the Transactions (including and requests for Purchase Price Increases, from time to time) with Sellers but rather sets as set forth herein up to the procedures to be used in connection with periodic requests for applicable Maximum Committed Purchase Price; provided, that Buyer shall have no commitment to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to any Transaction or agree to enter intoany Purchase Price Increase requested that would result in the aggregate Purchase Price of then-outstanding Transactions to exceed the applicable Maximum Committed Purchase Price, or and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Purchase Price at any time. Pursuant to enter intothe Underlying Master Repurchase Agreement (as defined herein), any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager POP has acquired and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member will own 100% of the Legacy REO Subsidiary, intends to cause Capital Stock in the dissolution of the Legacy REO Subsidiary. Buyer hereby consents On or prior to the removal Effective Date, PMC and dissolution described in this paragraph notwithstanding anything POP each pledged their rights to the contrary contained herein or in the Existing Repurchase AgreementREO Subsidiary Interests to Buyer.

Applicability. From Purchaser shall from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and may from time to time, upon the terms and conditions set forth herein agree to enter into transactions on an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementAsset Base. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement. Except with respect to the Committed Amount, unless otherwise agreed in writing. This this Agreement is not a commitment by Buyer Purchaser to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementjoinder of such additional purchasers.

Applicability. From time The purchase order (“Purchase Order”) together with these terms and conditions, which are attached or hyperlinked from the Purchase Order or otherwise provided to time Seller, collectively constitute a binding agreement (the parties hereto “Agreement”) between the Buyer (“Goulston”) and the Seller (as each is shown on the face of the Purchase Order), and apply to all purchases of products (“Products”) and services (“Services” and together with the Products, “Ordered Items”) by Goulston from Seller, as such Ordered Items may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans be described on a servicing released basis against the transfer face of funds by Buyerthe Purchase Order. Forecasts, with a simultaneous agreement by Buyer to transfer to the applicable extent any are provided by Goulston, are strictly non-binding, do not constitute any commitment by Goulston to purchase, and may not be relied upon by Supplier. In the event of any conflict between the Agreement and any other document or instrument submitted by Seller, the Agreement will govern. Seller such Mortgage Loans on a servicing released basis at a date certain not later than must reject Purchase Orders within three days of receipt or the Termination Date and (b) Agreement will be deemed accepted by Seller. Goulston expressly limits acceptance of the Agreement to pledge the beneficial interests terms stated herein. Any additional, different, or inconsistent terms or conditions contained in the REO Subsidiary to Buyer any form, acknowledgment, acceptance, or confirmation used by Seller in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer implementation of the Contributed Assets Purchase Order are hereby objected to the REO Subsidiary against the transfer and rejected by Buyer of funds in an amount equal to the Purchase Price IncreaseGoulston, with however such proposal does not operate as a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion rejection of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price Agreement (unless such variances are in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction the description, quantity, price or delivery schedule of the Ordered Items), but will be deemed a material alteration thereof, and the Agreement shall be referred deemed accepted by the Seller without any additional, different or inconsistent terms. As an exception to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter intoforegoing, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by written agreement between Goulston and Seller in effect at the time Goulston submits a Property Manager Purchase Order that contains terms and shall exceed or meet the Leasing Criteria conditions that are inconsistent with these terms and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement conditions will have priority over these terms and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementconditions.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans Administrative Agent on behalf of Buyers certain Purchased Assets (as hereinafter defined) on a servicing released basis against the transfer of funds by BuyerAdministrative Agent, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction and (b) with respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers’ option, be sold to different Buyers on a pro rata basis, such that one Buyer pays the Purchase Price-Base and other Buyers pay the Purchase Price-Incremental 1 and Purchase Price-Incremental 2, as applicable, and, in which case, the Administrative Agent shall own the Designated Mortgage Loan, for the benefit of the purchasing Buyers, on a pro rata, pari passu basis. This Agreement is not a commitment by Committed Buyer and/or Administrative Agent on behalf of Committed Buyer to engage in the Transactions the subject of which are Purchased Mortgage Loans up to the Maximum Committed Amount. In no event shall the Committed Buyer and/or Administrative Agent on behalf of Committed Buyer have any commitment to enter into Transactions (including any Transaction requested that would result in the aggregate Purchase Price Increasesof then-outstanding Transactions to exceed the Maximum Committed Amount. For the avoidance of doubt, from time Transactions attributed to time) with Sellers but rather sets forth the procedures Maximum Committed Amount shall solely be attributed to be used the Committed Buyer and Xxxxx, in connection with periodic requests for Buyer its capacity as a buyer, Funding 2, and Xxxxxx shall have no commitment hereunder to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.Transactions

Applicability. a. On the initial Purchase Date, Administrative Agent purchased the CS Certificate (as defined herein) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by Administrative Agent to transfer to Seller the Certificate at a date certain, against the transfer of funds by Seller, in an amount equal to the related Repurchase Price. On the initial purchase date of the Existing Barclays Repurchase Agreement, Barclays purchased the Barclays Certificate and, on the date hereof, assigned it to the Administrative Agent for the benefit of the Buyers. From time to time the parties hereto may enter into transactions Transactions in which any or all Sellers agree Seller agrees to initiate (a) to transfer to Buyer the purchase of Transaction Mortgage Loans on a servicing released basis and/or (b) the purchase of GNMA HMBS and/or (c) the transfer of REO Properties to an REO Subsidiary, against the transfer of funds by BuyerAdministrative Agent on behalf of Buyers to Seller in an amount equal to the Purchase Price of the related Transaction Mortgage Loan in the case of clause (a) above, in an amount equal to the Purchase Price of the related GNMA HMBS in the case of clause (b) above, or the Purchase Price Increase as the result of the increase in value with respect to the REO Properties transferred to an REO Subsidiary in the case of clause (c) above, as applicable, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to (x) transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer or on demand upon payment by Seller of the Contributed Assets Repurchase Price for the related Transaction Mortgage Loan, (y) transfer to Seller such GNMA HMBS at a date certain or on demand upon payment by Seller of the REO Subsidiary against Repurchase Price for the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to related GNMA HMBS or (z) permit the release of Contributed Assets REO Properties, with respect thereto from the an REO Subsidiary, to or for the benefit of POP Seller upon payment by POP Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Certificate representing the Allocated Repurchase Price in respect of such Contributed Assetsthe related REO Properties, in all cases, cases subject to the terms of this Agreement. This Agreement is a commitment by the Committed Buyers to engage in the Transactions as set forth herein in their respective Pro Rata Portions up to the Maximum Available Purchase Price; provided, that Committed Buyer shall have no commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Available Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Available Purchase Price at any time. Each such transaction involving any acquisition or transfer of Transaction Mortgage Loans, GNMA HMBS and REO Properties, as applicable, with a resulting increase in the Purchase Price shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not For the avoidance of doubt, and for administrative and tracking purposes, the purchase and sale of each Purchased Asset shall be deemed a commitment by Buyer to enter into Transactions (including separate Transaction. Seller owned 100% of the Capital Stock in the CS REO Subsidiary on the initial Purchase Price IncreasesDate under the Existing CS Repurchase Agreement. Seller owned 100% of the Capital Stock in the Barclays REO Subsidiary on the initial purchase date under the Existing Barclays Repurchase Agreement. On the initial purchase date under the applicable Existing Xxxxxxxxxx LEGAL02/37648106v16 Agreement, Barclays and CS Buyers purchased the REO Subsidiary Interests from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for Buyer the transactions on such date. In order to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter intofurther secure the Obligations hereunder, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy interests in the assets of each REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “were pledged by each REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents Subsidiary to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From time The provisions of this Section 4.1 shall apply to time the parties hereto may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyerany Warrants issued to any Holder thereof and the shares of Common Stock purchasable upon exercise of the Warrants, with a simultaneous agreement by Buyer subject to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that adjustments from time to time PMC shall initiate the transfer of the Contributed Assets pursuant to the REO Subsidiary against provisions contained in the transfer by Buyer Warrant (such securities, together with any shares of funds in an amount equal to the Purchase Price Increasestock or warrants or rights issued as, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto or resulting from the REO Subsidiaryissuance of, to a dividend or for other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementaggregate called "RESTRICTED SECURITIES"). Each such transaction transfer of a Restricted Security is herein called a "RESTRICTED ACTION". The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 4 are in effect. The restrictions imposed by this Section 4 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively registered under the Securities Act and all applicable state securities laws and disposed of in accordance with the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the holder thereof, which counsel shall be referred to herein Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as a “Transaction” and shall be governed by this Agreementreasonably satisfactory to the Company, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures such opinion to be used concurred in connection by counsel to the Company (such concurrence not to be unreasonably withheld), such restrictions are no longer required with periodic requests for Buyer respect to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, such Restricted Securities or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMCsuch Restricted Action, as the sole member case may be, in order to insure compliance with the Securities Act or under any applicable state securities laws. Whenever such restrictions shall terminate as to any Restricted Securities, the same shall no longer be deemed to be Restricted Securities, and the holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described applicable legend set forth in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementSection 4.2 hereof.

Applicability. From time These terms and conditions of purchase (these “Terms”), together with the purchase order (the “Purchase Order”) issued to time the parties hereto may enter into transactions in seller referenced therein (“Seller”) and to which any these Terms are hyperlinked or referenced or with respect to which Seller has otherwise been provided a copy, collectively constitute a binding agreement (the “Agreement”) between the buyer identified on the Purchase Order (“Buyer”) and Seller and apply to all Sellers agree purchases of products (athe “Products”) to transfer to Buyer Mortgage Loans on a servicing released basis against and services (the transfer of funds by Buyer“Services” and, together with a simultaneous agreement the Products and the Deliverables (as defined below), the “Ordered Items”) by Buyer from Seller, as such Ordered Items may be described in the Purchase Order. The Agreement is binding on Buyer and Seller if Seller accepts or acknowledges the Purchase Order, starts to transfer perform in accordance with the Purchase Order, or does not reject the Purchase Order in writing within 5 days of Seller’s receipt of the Purchase Order. Buyer may withdraw the Purchase Order at any time before it becomes binding upon it as provided above. BUYER EXPRESSLY LIMITS ACCEPTANCE OF THE PURCHASE ORDER TO THE TERMS STATED IN THE AGREEMENT AND HEREBY GIVES NOTICE THAT IT OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS PROPOSED BY SELLER. Any and all additional or different terms and conditions contained in any of Seller’s acceptances, acknowledgments, invoices, bills or other commercial documents shall be deemed a material alteration of the Agreement and are hereby objected to and rejected, which shall not operate as a rejection of the Agreement, and the Agreement shall be deemed accepted by Seller without said additional or different terms. Should the Agreement be deemed to be an acceptance of a prior offer by Seller, such acceptance is expressly conditional on Seller’s assent to any additional or different terms contained in the Agreement. Buyer is not obligated to any minimum purchase or future purchase obligations not expressly stated in the Agreement. Notwithstanding anything herein to the applicable Seller such Mortgage Loans on contrary, the Agreement shall not supersede or otherwise modify or limit any written agreement, including, without limitation, a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsSupply or Quality Agreement, between Buyer and PMC agree that from Seller in effect at the time to time PMC shall initiate Buyer issues the transfer Purchase Order and should any terms and conditions of the Contributed Assets to Agreement conflict or be inconsistent with the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect terms and conditions of such Contributed Assetswritten agreement, in all cases, subject to the terms and conditions of this Agreement. Each such transaction written agreement shall be referred to herein as a “Transaction” control and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, have priority over such conflicts or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager inconsistent terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementconditions herein.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the each REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsREO Property, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets REO Properties to the New REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets REO Properties with respect thereto from the New REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed AssetsREO Properties, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. Capital Trust, Inc., CNL Hotel JV, LLC, Bellevue C2 Holdings, LLC, CT RE CDO 2004-1 Sub, LLC, CT RE CDO 2005-1 Sub, LLC and CT XLC Holding, LLC (collectively, “Original Sellers”) and Mxxxxx Sxxxxxx Bank, N.A. (predecessor-in-interest to Buyer) are parties to that certain Master Repurchase Agreement dated as of July 29, 2005 (as the same has been amended, supplemented or otherwise modified from time to time, the “Existing Agreement”). Mxxxxx Sxxxxxx Bank, N.A. has assigned all of its right, title and interest in and to the Existing Agreement and all repurchase documents in connection therewith to Buyer. Original Sellers and Buyer have agreed that the Existing Agreement shall be amended, restated and superseded in it entirety by this Agreement. This Agreement hereby amends, restates and supersedes the Existing Agreement in its entirety. From time to time the parties hereto may enter into transactions in which any or all Sellers Seller and Buyer agree (a) to the transfer from Seller to Buyer Mortgage Loans on a servicing released basis all of its rights, title and interest to certain Eligible Assets (as defined herein) or other assets and, in each case, the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by BuyerBuyer to Seller, with a simultaneous agreement by Buyer to transfer back to the applicable Seller such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets funds by Seller to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBuyer. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellersany exhibits identified herein as applicable hereunder. Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, at no time shall Buyer be obligated to purchase or effect the transfer of any Eligible Asset from Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree Seller agrees to transfer Mortgage Loans (aas hereinafter defined) to transfer to Buyer Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This The BofI Program Guidelines are one of the Program Agreements (as hereinafter defined) . The BofI Program Guidelines are incorporated by reference into this Agreement is not a commitment by and Seller agrees to adhere to all terms, conditions and requirements of the BofI Program Guidelines in effect on the date hereof. Buyer to enter into Transactions (including Purchase Price Increases, may amend the BofI Program Guidelines from time to time) time as more particularly described in Section 37. In the event of a conflict or inconsistency between this Agreement and the BofI Program Guidelines, the terms of this Agreement shall govern unless subsequently amended by amendments to the BofI Program Guidelines. Seller’s execution and delivery of this Agreement constitutes such Seller’s acknowledgment of receipt of the BofI Program Guidelines and such Seller’s agreement to the terms and conditions set forth therein and herein with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellersrespect thereto. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant party named as an “Initial Guarantor” on the cover page to this Agreement. All Rental Properties shall be managed by a Property Manager , and shall exceed each holder of 25% or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member more of the Legacy REO Subsidiaryshares, intends to cause membership interests, partnership interests or other equity or profits interests of Seller must execute a Guarantee (as hereinafter defined) in the dissolution form of the Legacy REO SubsidiaryExhibit J hereto and by this reference made a part hereof, and be a Guarantor (as hereinafter defined) of all Obligations (as hereinafter defined) for all purposes. Buyer hereby consents reserves the right to the removal and dissolution described from time to time require holders of lesser interests in this paragraph notwithstanding anything Seller to the contrary contained herein or in the Existing Repurchase Agreementalso provide Guarantees.

Applicability. From Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to Seller the applicable Seller such Mortgage Loans related Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date and transfer of funds by Seller; provided that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) or (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementAsset Base. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementjoinder of such additional purchasers.

Applicability. From Subject to the terms of the Transaction Documents, (i) from time to time the parties hereto may enter into transactions in which any or Seller will sell to Purchaser all Sellers agree of Seller’s right, title and interest in and to certain Eligible Assets (aas defined herein) and (ii) Seller will sell to transfer to Buyer Mortgage Loans on a servicing released basis Purchaser the Swingline Subsidiary Interests and the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by Buyer, Purchaser to Seller with a simultaneous agreement by Buyer Purchaser to transfer re-sell back to the applicable Seller, and by Seller to repurchase, such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by a Seller Counterparty to Purchaser. Each such sale of Seller’s right, title and interest in an to an Eligible Asset, as well as the transfer of legal title to Contributed Assets Swingline Loans (as defined herein) to the REO Swingline Subsidiary against the transfer by Buyer of funds in an amount equal by Purchaser to the Purchase Price IncreaseSeller (each, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction “Swingline Transaction”) shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing by Seller Counterparties and Purchaser, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany exhibits, schedules or annexes identified herein as applicable hereunder. This Each individual transfer of an Eligible Asset or Eligible Swingline Loan shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, this Agreement is not a commitment by Buyer Purchaser to enter engage in Transactions, but sets forth the requirements under which Purchaser would consider entering into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth . At no time shall Purchaser be obligated to purchase or effect the procedures transfer of any Eligible Asset or Eligible Swingline Loan from any Seller Counterparty to be used in connection with periodic requests for Buyer Purchaser. Any commitment to enter into a Transaction shall be subject to Purchaser’s sole discretion, shall be evidenced by Purchaser’s delivery of a Confirmation pursuant to Article 3(c)(ii) and shall be subject to satisfaction of all terms and conditions of this Agreement. All Transactions with Sellers. Each Seller hereby acknowledges that Buyer is (as defined in the Existing Agreement) outstanding under no obligation the Existing Agreement as of the date hereof shall be deemed to agree be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Existing Agreement) under the Existing Agreement as of the date hereof shall be deemed to enter intobe Confirmations under this Agreement (and, or accordingly, in each case, subject to enter intothe terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any Transaction and all Confirmations and assignment documentation executed pursuant to the Existing Agreement) to “the Agreement” or any similar formulation intended to refer to the Existing Agreement shall be deemed to be references to this Agreement. All Rental Properties Purchaser and Seller Counterparties acknowledge and agree that the Existing Agreement shall be managed by a Property Manager void and of no force or effect from and after the date hereof and agree that all obligations outstanding under the Existing Agreement as of the date hereof shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from be deemed to be obligations outstanding under this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement(and, PMCaccordingly, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents subject to the removal terms and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementconditions hereof).

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer a Buyer, or Administrative Agent on behalf of Buyers, Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by such Buyer, or Administrative Agent on behalf of such Buyer, with a simultaneous agreement by such Buyer, or the Administrative Agent on behalf of such Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller. This Agreement is a commitment by Committed Buyers and/or Administrative Agent on behalf of Committed Buyers to engage in the Contributed Assets Transactions as set forth herein up to the REO Subsidiary against Maximum Committed Purchase Price; provided, that Committed Buyers and Administrative Agent on behalf of Committed Buyers shall have no commitment to enter into any Transaction requested that would result in the transfer by Buyer of funds in an amount equal to the aggregate Purchase Price Increaseof then-outstanding Transactions exceeding the Maximum Committed Purchase Price, with a simultaneous agreement by Buyer to permit and in no event shall the release aggregate Purchase Price of Contributed Assets with respect thereto from outstanding Transactions exceed the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Maximum Aggregate Purchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementat any time. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a commitment by Buyer to enter into Transactions separate Transaction and (including Purchase Price Increases, from time to timeb) with Sellers but rather sets forth respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers’ option, be sold to different Buyers that are Affiliates on a pro rata basis, such that one Buyer pays the procedures to be used Purchase Price-Base and another Buyer pays the Purchase Price-Incremental, in connection with periodic requests which case, the Administrative Agent shall own the Designated Mortgage Loan, for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member benefit of the Legacy REO Subsidiarypurchasing Buyers, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementon a pro rata, pari passu basis.

Applicability. Sellers and Buyer entered into that certain Master Repurchase Agreement, dated as of December 20, 2013, as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of June 27, 2014, and as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of January 14, 2015 (collectively, the “Existing Agreement”). Sellers and Buyer have agreed that this Agreement amends, restates and supersedes the Existing Agreement in its entirety. All Transactions (as defined in the Existing Agreement) outstanding under the Existing Agreement as of the Amendment and Restatement Date shall be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations and Future Funding Confirmations (each as defined in the Existing Agreement) under the Existing Agreement as of the Amendment and Restatement Date shall be deemed to be Confirmations or Future Funding Confirmations, as applicable, under this Agreement (and, accordingly, in each case, subject to the terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any and all Confirmations and/or Future Funding Confirmations and assignment documentation executed pursuant to the Existing Agreement) to “the Agreement” or any similar formulation intended to refer to the currently effective Master Repurchase Agreement among the parties hereto shall be deemed to be references to this Agreement. From time to time the parties hereto may enter into transactions in which any or all Sellers and Buyer agree (a) to the transfer from either Seller to Buyer Mortgage Loans on a servicing released basis of all of its rights, title and interest to certain Eligible Assets (as defined herein) or other assets and, in each case, the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by BuyerBuyer to such Seller, with a simultaneous agreement by Buyer to transfer back to the applicable such Seller such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets funds by such Seller to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBuyer. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellersany exhibits identified herein as applicable hereunder. Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, at no time shall Buyer be obligated to purchase or effect the transfer of any Eligible Asset from either Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer all of Seller’s right, title and interest in and to designated pools of fully amortizing first lien residential Mortgage Loans on (defined below) (each such pool of Mortgage Loans so purchased and sold, a servicing released basis “Pooled Loan”), each in the form of a 100% Participation Interest evidenced by a Participation Certificate, against the transfer of funds by Buyer, with as more particularly set forth herein. Seller acknowledges that it will cause each Pooled Loan transferred hereunder as evidenced by a simultaneous agreement Participation Certificate to be converted into an Agency Security relating to such Pooled Loan, such Agency Security to be backed by Pooled Loans. In furtherance thereof, Seller agrees to cause the related Agency Security to be issued and delivered on or before the Settlement Date under the terms and conditions provided herein. Buyer will have the right to transfer deliver such Agency Security to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests related Take-out Investor in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or exchange for the benefit of POP upon payment by POP of a portion of Take-out Price and repay the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementowed by Seller hereunder. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. Coincident with each Transaction, Seller will have validly assigned to Buyer all of Seller’s rights and obligations under one or more forward purchase commitments each evidencing an institution’s commitment to purchase on a mandatory basis on a designated purchase date an agreed upon principal amount of the related Agency Security. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From Either Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer a Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, against the transfer of funds by Buyersuch Purchaser, with a simultaneous agreement by Buyer such Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsAsset Base and, Buyer provided further that any FHA Buyout Loans purchased hereunder shall be purchased by Xxxxxx and PMC agree that from time to time PMC any other Eligible Mortgage Loans purchased hereunder shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer be purchased by Buyer of funds in an amount equal to the Purchase Price IncreaseBarclays; provided, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiaryhowever, to or that, for the benefit avoidance of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assetsdoubt, in all cases, FHA Buyout Loans that are modified while subject to the terms of this Agreementa Transaction shall continue to be held by Xxxxxx. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer Purchasers to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchasers to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is Purchasers are under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents with respect to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementUncommitted Amount.

Applicability. From time to time until the parties hereto may Final Repurchase Date, XXXXXX BROTHERS BANK, FSB ("Buyer") shall, subject to the terms hereof, enter into transactions upon the request of FIELDSTONE MORTGAGE COMPANY ("FMC") or FIELDSTONE INVESTMENT CORPORATION ("FIC") (FIC and FMC shall be individually and collectively referred to as "Seller") in which any or all Sellers agree (a) a Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable such Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “"Transaction” " and shall be governed by this AgreementAgreement and the related Confirmation, unless otherwise agreed in writing. This Agreement is not Buyer shall have the option, upon the completion of a commitment by Buyer Transaction and receipt of a Request for Purchase, to enter into additional Transactions with respect to the related Mortgage Loans; provided, that the maximum aggregate term that any Mortgage Loan may be subject to Transactions shall not exceed the earlier of (including Purchase Price Increasesx) one-hundred fifty (150) days or (y) the Final Repurchase Date. Notwithstanding anything in this Agreement to the contrary, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer shall have no obligation to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreementhereunder if there shall have occurred any material adverse change, as determined by Buyer in its reasonable judgment, in the financial condition of Seller, the financial markets generally or the secondary market for Mortgage Loans. Buyer shall promptly notify Seller of any determination by Buyer that any of the foregoing has occurred. All Rental Properties obligations under the Transactions shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends recourse to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementSeller.

Applicability. From time to time at the request of Seller the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis Buyer, Purchased Assets against the transfer of funds by BuyerBxxxx, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) Buyer simultaneously agrees to pledge transfer to Seller each of such Purchased Assets on the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate applicable Repurchase Date against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this AgreementAgreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet The Pricing Side Letter is one of the Leasing Criteria and Tenant Underwriting CriteriaFacility Documents as defined below. The Legacy REO Subsidiary Pricing Side Letter is hereby removed from incorporated by reference into this Agreement and Seller and Buyer agree to adhere to all terms, conditions and requirements of its obligations the Pricing Side Letter as an “REO Subsidiary” hereunderincorporated herein. Following In the execution event of a conflict or inconsistency between this Agreement and the Pricing Side Letter, the terms of the Pricing Side Letter shall govern. After the initial Purchase Date, as part of separate Transactions, Seller may request, and Buyer may fund, in Bxxxx’s sole discretion and subject to the terms and conditions of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents an increase to the removal and dissolution described Purchase Price for a Purchased Asset based on an increase in this paragraph notwithstanding anything Asset Value solely resulting from the satisfaction, in whole, or in part, of a Future Funding Obligation. In order to further secure the Obligations hereunder, the Seller Interests shall be pledged by the Pledgor to the contrary contained herein or in Buyer pursuant to the Existing Repurchase Pledge Agreement.

Applicability. From time Pursuant to time this Agreement, you the parties hereto may Lender are agreeing to enter into transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer to lend securities to ETS, including securities carried for your account by ETS, whether as a direct customer of the Contributed Assets ETS or introduced to the REO Subsidiary ETS by your Broker-Dealer (as defined herein) or other financial institution and carried by ETS as clearing broker, in each case against the transfer a credit of Collateral (as defined herein) to an account carried by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or ETS for the benefit account of POP upon payment by POP of a portion of Xxxxxx (the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement“Account”). Each such transaction shall be referred to herein as a “TransactionLoan” and shall be governed by this Agreement. In all instances, unless otherwise agreed when acting in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increasesits capacity as broker carrying the Account, from time to time) with Sellers but rather sets forth the procedures ETS shall be deemed to be used a “securities intermediary” under the UCC. In consideration for entering into this securities-lending agreement, ETS will pay Lender a fee in accordance with this Agreement and the terms of any Loan hereunder. ETS may also be paying a fee to Xxxxxx’s broker or other financial institution for introducing Lender to this securities-lending arrangement, and the amount, manner of calculation, and percentage of such fee may vary. THERE ARE CERTAIN LIMITATIONS AND RISKS INVOLVED IN ENTERING INTO THIS AGREEMENT AND SECURITIES-LENDING TRANSACTIONS OF WHICH YOU SHOULD BE AWARE: • By entering into this Agreement, Xxxxxx gives ETS permission to borrow securities carried by ETS for Xxxxxx’s account without contacting Lender and without obtaining Xxxxxx’s prior approval of any given Loan or the terms of such Loan. • Lender may sell securities that are the subject of a Loan at any time. • You may lose the right to vote, to provide any consent, or to take any similar action with respect to Loaned Securities in the event that the record date or deadline for such vote, consent, or other action falls during the term of any loan. However, you retain a contractual right to the return of the Loaned Securities and, accordingly, continue to have market exposure with respect to the Loaned Securities. • ETS, as the clearing broker, will administer Xxxxxx’s obligations with respect to this Agreement, such as transfers of securities, transfers of collateral, or any distribution payments due hereunder. • The Loan of securities and the receipt of substitute payments in connection with periodic requests for Buyer Distributions (as defined herein) from Loaned Securities (as defined herein) may have taxable consequences to enter Lender, and Lender should consult their tax advisor regarding such taxable consequences. • Loaned Securities may be “hard-to-borrow” because of short-selling or may be used to satisfy delivery requirements resulting from short sales. Xxxxxx agrees, by entering into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member that it has reviewed a copy of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal ETS’ “Fully Paid Securities Lending Risk Disclosure Statement,” which contains limitations and dissolution described risks involved in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreemententering into securities-lending transactions with ETS not necessarily discussed herein.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) each Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis the Purchased Certificates against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to a Seller, as applicable, such Purchased Certificates against the applicable transfer of funds by a Seller. From time to time, each Seller such may request Purchase Price Increases for the Transaction involving the Purchased Certificates in conjunction with the transfer of an Eligible REO Property, an Eligible Mortgage Loans on Loan or an Eligible Rental Property to a servicing released basis at Seller Party Subsidiary as a date certain not later than result of the Termination Date and (b) increase in Asset Value of the Purchased Certificates. From time to pledge the beneficial interests time, each Seller may request a release of a Contributed Asset from a Seller Party Subsidiary in conjunction with an Optional Prepayment. This Agreement is a commitment by Buyer to engage in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsTransactions (and requests for Purchase Price Increases, Buyer and PMC agree that from time to time PMC time) as set forth herein up to the Maximum Available Purchase Price; provided, that, notwithstanding the foregoing, Buyer shall initiate have no commitment to enter into any Transaction or agree to any requested Purchase Price or Purchase Price Increase that would result in the aggregate Purchase Price of then-outstanding Transactions to exceed the Maximum Available Purchase Price. Each such transaction involving the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction Purchased Certificates shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by The Buyer to enter into Transactions (including previously purchased the Trust Interests from Seller. On the initial Purchase Price IncreasesDate under this Agreement, the Buyer will purchase the REO Interests and the SFR Interests from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with applicable Sellers. Each On and after the initial Purchase Date for a particular Purchased Certificate, each Seller hereby acknowledges that may request and Buyer is under no obligation will fund, subject to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMCan increase in the Purchase Price for the Transactions in respect of the Purchased Certificates based upon the acquisition of additional Eligible REO Properties, additional Eligible Mortgage Loans or additional Eligible Rental Properties by a Seller Party Subsidiary, as applicable. From time to time, the sole member of Seller may pay an Optional Prepayment to Buyer in accordance with Section 4(b) hereof. In order to further secure the Legacy REO SubsidiaryObligations hereunder, intends to cause (a) each Purchased Certificate shall be pledged by the dissolution of the Legacy REO Subsidiary. Buyer hereby consents applicable Seller to the removal Buyer and dissolution described (b) each Seller Party Subsidiaries’ interests in this paragraph notwithstanding anything the Contributed Mortgage Loans, Contributed REO Property and Contributed Rental Property shall be pledged by the applicable Seller Party Subsidiary to the contrary contained herein or Buyer. As additional credit enhancement in connection with the Existing Repurchase AgreementTransactions hereunder and as a condition precedent to the Buyer entering into the Transactions and continuing to maintain current Transactions hereunder, Guarantor shall deliver the Guaranty.

Applicability. From Purchaser shall from time to time time, upon the parties hereto terms and conditions set forth herein, enter into transactions on a committed basis with respect to the Committed Amount and may enter into transactions on an uncommitted basis with respect to the Uncommitted Amount in which any or all Sellers agree (a) Seller sells to transfer to Buyer Purchaser Eligible Mortgage Loans Loans, on a servicing servicing-released basis basis, and, if applicable, Takeout MBS, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementAsset Base. Each such transaction shall be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join any of Sheffield Receivables Corporation, as the sole member Barclays Bank Delaware, any other asset-backed commercial paper conduit administered by Agent or any Affiliate of the Legacy REO SubsidiaryAgent as additional purchasers under this Agreement, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementjoinder of such additional purchasers.

Applicability. From time to time for a period of 364 days from the date hereof, the parties hereto may may, subject to the terms hereof, enter into transactions in which any or all Sellers agree Education Finance Group, Limited (a"Seller") agrees to transfer to Buyer Mortgage Lehmxx Xxxmercial Paper Inc., ("Buyer") all of Seller's right, title and interest in and to certain Student Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller its right, title and interest in and to such Mortgage Student Loans on a servicing released basis at a date certain not later than the Termination Date and (b) date then set for termination of this Agreement pursuant to pledge the beneficial interests Section 20 herein, as specified in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsConfirmation, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “"Transaction” " and shall be governed by this AgreementAgreement and the related Confirmation, unless otherwise agreed in writing. This Each Transaction shall commence on the Purchase Date and terminate on the Repurchase Date therefor and shall be limited to a maximum of 30 days, after which, subject to Section 20 herein, the Buyer and Seller may agree to roll such Transaction into a new Transaction which shall likewise have a maximum term of 30 days. Pursuant to an agreement dated as of the date hereof (the "Guarantor Agreement"), between Buyer and UICI (the "Guarantor"), the Guarantor will fully and unconditionally guarantee the obligations of Buyer hereunder. Buyer and Seller acknowledge that the Higher Education Act requires that legal title to federally guaranteed student loans be held by an "eligible lender" as defined in such act. Seller agrees, therefore, that prior to giving effect to each Transaction relating to any Federal Student Loans, Seller shall hold the beneficial interest in such Federal Student Loans pursuant to a Trust Agreement, dated as of February 24, 1998 (the "EFG Trust Agreement," and the Trust created thereby, the "EFG Trust"), between Seller and The First National Bank of Chicago, as trustee (in such capacity, the "EFG Trustee"). In addition, Buyer and Seller agree that each transfer of Federal Student Loans under this Agreement is not shall, notwithstanding anything herein to the contrary, constitute a commitment transfer of all of the beneficial interest in such Federal Student Loans granted to Seller under the EFG Trust and only of such beneficial interest, with the legal title thereto being retained at all times by the EFG Trustee pursuant to the EFG Trust Agreement, together with a pledge of a security interest in such Federal Student Loans (including a pledge of legal title by the EFG Trustee) as provided in Section 6. Buyer and Seller further agree that at all times hereunder with respect to each Transaction, The First National Bank of Chicago, (i) as EFG Trustee shall retain legal title to the Purchased Federal Student Loans for the benefit of Seller (which beneficial interest the Seller transfers and pledges together with the other rights and interests it holds in such loans, as described above, pursuant to each Transaction to the Eligible Lender Trustee for Buyer's benefit), and (ii) as Eligible Lender Trustee, shall hold the beneficial interest and security interest in the Purchased Federal Student Loans described in the preceding sentence under the Repurchase Trust Agreement for the sole and exclusive benefit of Buyer under such agreement and, accordingly, all references herein to the purchase or other transfer of any of Seller's right, title and interest in the Purchased Federal Student Loans to, or the ownership or other retention of the Purchased Federal Student Loans by, Buyer, or the granting of the security interest therein pursuant to Section 6, shall be deemed to refer solely to such Student Loans held in such capacity and manner, notwithstanding anything else in this Agreement to the contrary. Notwithstanding anything in this Agreement to the contrary, Buyer shall have no obligation to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From Subject to the terms of the Transaction Documents, from time to time the parties hereto may enter into transactions in which any or Seller will sell to Buyer, all Sellers agree of Seller’s right, title and interest in and to certain Eligible Assets (aas defined herein) to transfer to Buyer Mortgage Loans on a servicing released basis and the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by BuyerBuyer to Seller, with a simultaneous agreement by Buyer to transfer re-sell back to the applicable Seller, and by Seller to repurchase, such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets funds by Seller to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementBuyer. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing by Seller and Buyer, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany exhibits, schedules or annexes identified herein as applicable hereunder. This Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, this Agreement is not a commitment by Buyer Xxxxx to enter engage in Transactions, but sets forth the requirements under which Xxxxx would consider entering into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth . At no time shall Buyer be obligated to purchase or effect the procedures transfer of any Eligible Asset from Seller to be used in connection with periodic requests for Buyer Buyer. Any commitment to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation a Transaction shall be subject to agree to enter intoBuyer’s sole discretion, or to enter into, any Transaction shall be evidenced by Xxxxx’s delivery of a Confirmation pursuant to Article 3(c)(ii) and shall be subject to satisfaction of all terms and conditions of this Agreement. All Rental Properties This Agreement amends, restates and replaces in its entirety that certain Master Repurchase Agreement, dated as of June 4, 2020 (the “Original Closing Date”), by and between Buyer and Seller, as amended by that certain First Amendment to Master Repurchase Agreement, dated as of August 17, 2021, and that certain Second Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of January 27, 2022 (collectively, the “Original Agreement”). Seller and Xxxxx acknowledge and agree that the Original Agreement shall be managed by a Property Manager void and of no force or effect from and after the date hereof. All Transactions (as defined in the Original Agreement) outstanding under the Original Agreement as of the First Amendment and Restatement Date (as defined herein) shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Original Agreement) under the Original Agreement as of its obligations as an the First Amendment and Restatement Date shall be deemed to be Confirmations under this Agreement (and, accordingly, in each case, subject to the terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any and all Confirmations and assignment documentation executed pursuant to the Original Agreement) to “REO Subsidiarythe Agreement” hereunder. Following or any similar formulation intended to refer to the execution of Original Agreement shall be deemed to be references to this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. Section 1 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph of such section in its entirety and replacing it with the following: On the initial Purchase Date, the Buyer will purchase the Pass-Through Trust Certificate (the “Purchased Certificate”) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by Buyer to transfer to Seller the Purchased Certificate at a date certain, against the transfer of funds by Seller, in an amount equal to the Repurchase Price. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets Mortgage Loans to the REO Subsidiary Pass-Through Trust Trustee for the Pass-Through Trust against the transfer by Buyer of funds in an amount equal to the Purchase Price IncreaseIncrease on account of the Purchased Certificate as the result of the increase in value with respect to the Mortgage Loans transferred to the Pass-Through Trust Trustee for the Pass-Through Trust, with a simultaneous agreement by Buyer to permit the release of Contributed Assets Mortgage Loans with respect thereto from the REO SubsidiaryPass-Through Trust Trustee for the Pass-Through Trust, to or for the benefit of POP Seller upon payment by POP Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Pass-Through Trust Certificate representing the Repurchase Price in respect of such Contributed AssetsMortgage Loans, in all cases, subject to the terms of this Agreement. From time to time, Seller may request a release of Mortgage Loans from the Pass-Through Trust Trustee for the Pass-Through Trust in conjunction with an Optional Repurchase or under certain other circumstances described herein. Each such transaction involving any acquisition or transfer of Mortgage Loans, with a resulting increase in the Purchase Price, shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to enter into engage in the Transactions (including as set forth herein up to the Maximum Committed Purchase Price IncreasesPrice; provided, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for that Buyer shall have no commitment to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or requested that would result in the Existing Repurchase Agreementaggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Committed Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Aggregate Purchase Price at any time.

Applicability. From Barclays and Seller entered into that certain Xxxxxxx and Restated Master Repurchase Agreement, dated as of May 17, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes the manner of sale of Eligible Mortgage Loans and the method and manner by which Seller will repurchase such Purchased Assets, and contemporaneously entered into the Program Documents (as such term is defined in such Original Agreement). Purchaser and Seller desire to further amend and restate the Original Agreement in its entirety to add the REO Asset as an Eligible Asset and to make certain changes and contemporaneously enter into or reaffirm the Program Documents (as such term is defined in this Agreement), as applicable. Barclays may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which any or all Sellers agree Seller sells to Purchaser Eligible Assets (a) and transfers to transfer to Buyer Mortgage Loans Barclays the REO Asset), on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer such Purchaser to transfer to the applicable Seller such Mortgage Loans Purchased Assets on a servicing released basis at a date certain not later than one year following such transfer, against the Termination Date transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the sum of the Aggregate EPF Purchase Price and the MSR Facility Borrowed Amount) and (b) the aggregate Asset Base of all Purchased Assets and all Eligible Mortgage Loans proposed to pledge the beneficial interests be sold in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementTransaction. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.involving

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis the Trust Interests against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Trust Interests against the transfer of funds by Seller. From time to time, prior to the commencement of the Amortization Period, the Seller may request Purchase Price Increases for the Transaction involving the Trust Interests in conjunction with the transfer of REO Properties or Trust Mortgage Loans on to the Trust Subsidiary, or increase in Asset Value with respect thereto, as a servicing released basis at result of the increase in value of the Trust Interests. From time to time, prior to the commencement of the Amortization Period, the Seller may request Transition Event Increases for the Transaction involving the Trust Interests in conjunction with a date certain not later than Transition Event as a result of the Termination Date and (b) increase in value of the Trust Interests. From time to pledge time, the beneficial interests Seller may request a release of REO Property or Trust Mortgage Loans from the Trust Subsidiary in conjunction with an Optional Prepayment. This Agreement is a commitment by Buyer to engage in the REO Subsidiary Transactions (and requests for Purchase Price Increases and Transition Event Increases) as set forth herein up to the Maximum Aggregate Purchase Price; provided, that Buyer shall have no commitment to enter into any Transaction or agree to any Purchase Price Increase or Transition Event Increase requested (i) during the Amortization Period or (ii) that would result in connection with Transactionsthe aggregate Purchase Price of then-outstanding Transactions to exceed the Maximum Aggregate Purchase Price. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate Each such transaction involving the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Trust Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, will purchase the Trust Interests from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for the Transaction on such date. On and after the initial Purchase Date and prior to the commencement of the Amortization Period, as part of a Purchase Price Increase Request or Transition Event Increase Request, Seller may request and Buyer will fund, subject to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMCan increase in the Purchase Price for the Transactions in respect of the Trust Interests based upon the acquisition of additional REO Properties or additional Trust Mortgage Loans by the Trust Subsidiary or a Transition Event, as applicable. From time to time, the sole member of the Legacy REO Subsidiary, intends Seller may pay an Optional Prepayment to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4.b hereof.

Applicability. On the initial Purchase Date, the Buyer will purchase the Certificates (as defined herein) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by Buyer to transfer to Seller the Certificates at a date certain, against the transfer of funds by Seller, in an amount equal to the Repurchase Price. From time to time the parties hereto may enter into transactions Transactions in which any or all Sellers agree (a) Seller agrees to initiate the transfer to Buyer of Transaction Mortgage Loans on a servicing released basis or REO Properties to the Transaction Subsidiary or the REO Subsidiary, as applicable, against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price IncreaseIncrease as the result of the increase in value with respect to the Transaction Mortgage Loans transferred to the Transaction Subsidiary or REO Properties transferred to the REO Subsidiary, as applicable, with a simultaneous agreement by Buyer to permit the release of Contributed Assets Transaction Mortgage Loans or REO Properties, as applicable, with respect thereto from the Transaction Subsidiary or REO Subsidiary, as applicable, to or for the benefit of POP Seller upon payment by POP Seller of a portion of the Repurchase Price for the REO Subsidiary Interests Certificates representing the Repurchase Price in respect of such Contributed AssetsTransaction Mortgage Loans or REO Properties, as applicable, in all cases, cases subject to the terms of this Agreement. This Agreement is a commitment by Buyer to engage in the Transactions as set forth herein up to the Maximum Committed Purchase Price; provided, that Buyer shall have no commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Committed Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Aggregate Purchase Price at any time. Each such transaction involving any acquisition or transfer of Transaction Mortgage Loans or REO Properties, as applicable, with a resulting increase in the Purchase Price shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Seller owns and will own 100% of the Capital Stock in the REO Subsidiary on the initial Purchase Date. Seller owns and will own 100% of the Capital Stock in the Transaction Subsidiary on the initial Purchase Date. On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, will purchase the REO Subsidiary Interests and the Transaction Subsidiary Interests from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for Buyer the Transactions on such date. In order to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter intofurther secure the Obligations hereunder, or to enter into, any the interests in the assets of the Transaction pursuant to this Agreement. All Rental Properties Subsidiary shall be managed pledged by a Property Manager the Transaction Subsidiary to the Buyer and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy interests in the assets of the REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “shall be pledged by the REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents Subsidiary to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementBuyer.

Applicability. From time to time for a period of time from the date hereof through August 31, 2003, the parties hereto may may, subject to the terms hereof, enter into transactions in which any or all Sellers agree Academic Management Services Corp. (a) "Seller"), which is successor to Educational Finance Group, Inc., agrees to transfer to Buyer Mortgage Xxxxxx Brothers Bank, FSB ("Buyer") all of Seller's right, title and interest in and to certain Student Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller its right, title and interest in and to such Mortgage Student Loans on a servicing released basis at a date certain not later than the Termination Date and (b) date then set for termination of this Agreement pursuant to pledge the beneficial interests Section 20 herein, as specified in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsConfirmation, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “"Transaction” " and shall be governed by this AgreementAgreement and the related Confirmation, unless otherwise agreed in writing. This Agreement is not Each Transaction shall commence on the Purchase Date and terminate on the Repurchase Date therefor and shall be limited to a commitment maximum of 30 days, after which, subject to Section 20 herein, the Buyer and Seller may agree to roll such Transaction into a new Transaction which shall likewise have a maximum term of 30 days. Pursuant to an amended and restated guaranty and warranty agreement dated as of the date hereof (the "Guarantor Agreement"), between Buyer and UICI (the "Guarantor"), the Guarantor will guarantee certain obligations of Buyer hereunder, subject to the terms of the Guarantor Agreement. Buyer and Seller acknowledge that the Higher Education Act requires that legal title to federally guaranteed student loans be held by Buyer an "eligible lender" as defined in such act. Seller agrees, therefore, that prior to enter into Transactions giving effect to each Transaction relating to any Federal Student Loans, Seller shall hold the beneficial interest in such Federal Student Loans pursuant to (including Purchase Price Increasesa) a Trust Agreement, dated as of February 24, 1998, between Seller and Bank One, National Association, as trustee and (b) a Trust Agreement, dated as of February 3, 1994, as amended from time to time, between Seller and Fleet National Bank, as trustee (each such trustee, in such capacity, the "AMS Trustee", each such trust agreement, an "AMS Trust Agreement," and each Trust created thereby, an "AMS Trust"). In addition, Buyer and Seller agree that each transfer of Federal Student Loans under this Agreement shall, notwithstanding anything herein to the contrary, constitute a transfer of all of the beneficial interest in such Federal Student Loans granted to Seller under the related AMS Trust and only of such beneficial interest, with the legal title thereto being retained at all times by the related AMS Trustee pursuant to the related AMS Trust Agreement, together with a pledge of a security interest in such Federal Student Loans (including a pledge of legal title by the AMS Trustee) as provided in Section 6. Buyer and Seller further agree that at all times hereunder with Sellers but rather sets forth respect to each Transaction, the procedures related AMS Trustee, (i) as AMS Trustee, shall retain legal title to the Purchased Federal Student Loans for the benefit of Seller prior to the sale of Seller's beneficial ownership of such Student Loans to Buyer hereunder, and after repurchase thereof by the Seller, (ii) as Eligible Lender Trustee for the sole and exclusive benefit of Buyer, shall hold legal title to the Purchased Federal Student Loans described in the preceding sentence after sale of Seller's beneficial ownership of such Student Loans to Buyer hereunder and prior to repurchase thereof by the Seller, pursuant to the related AMS Trust Agreement; and (iii) as Eligible Lender Trustee, for the sole and exclusive benefit of Buyer shall hold such security interest under the Repurchase Trust Agreement (with respect to Bank One, National Association) or under the Trust Agreement, dated as of February 3, 1994, as amended from time to time, between Seller and Fleet National Bank, as trustee (with respect to Fleet National Bank) for the sole and exclusive benefit of Buyer under such agreement and, accordingly, all references herein to the purchase or other transfer of any of Seller's right, title and interest in the Purchased Federal Student Loans to, or the ownership or other retention of the Purchased Federal Student Loans by, Buyer, or the granting of the security interest therein pursuant to Section 6, shall be deemed to refer solely to such Student Loans held in such capacity and manner, notwithstanding anything else in this agreement to the contrary. Each AMS Trust Agreement shall be deemed to be used amended to the extent necessary to effectuate the parties' intent as set forth in connection with periodic requests for the preceding sentence. Notwithstanding anything in this Agreement to the contrary, Buyer shall have no obligation to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement.

Applicability. From time to time the The parties hereto may enter entered into transactions in which any or all Sellers agree each Original Seller (aas defined below) transferred to transfer to Buyer Mortgage Loans Administrative Agent on a servicing released basis behalf of Buyers certain Purchased Certificates against the transfer of funds by BuyerAdministrative Agent on behalf of Buyers, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to transfer to the applicable Seller each Seller, as applicable, such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate Purchased Certificates against the transfer of funds by such Seller. On the Contributed Assets Effective Date, Seller L and Seller S shall enter into Transactions in which each such Seller shall transfer to the REO Subsidiary Administrative Agent on behalf of Buyers additional Purchased Certificates against the transfer by Buyer of funds in an amount equal to the Purchase Price Increaseby Administrative Agent on behalf of Buyers, with a simultaneous agreement by Buyer Administrative Agent on behalf of Buyers to permit transfer to each Seller, as applicable, such Purchased Certificates against the transfer of funds by such Seller. From time to time, each Seller may request Purchase Price Increases for the Transaction involving the Purchased Certificates in conjunction with the transfer of an Eligible REO Property, an Eligible Mortgage Loan or an Eligible Rental Property to a Seller Party Subsidiary as a result of the increase in Asset Value of the Purchased Certificates. From time to time, each Seller may request a release of a Contributed Assets Asset from a Seller Party Subsidiary in conjunction with respect thereto an Optional Prepayment. This Agreement is a not a commitment by Administrative Agent on behalf of Buyers to engage in the Transactions (or requests for Purchase Price Increases, from the REO Subsidiary, time to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreementtime). Each such transaction involving the transfer of the Purchased Certificates shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increasesany annexes identified herein, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” applicable hereunder. Following On and after the execution initial Purchase Date for a particular Purchased Certificate, each Seller may request and Administrative Agent on behalf of Buyers may fund, subject to the terms and conditions of this Agreement, PMCan increase in the Purchase Price for the Transactions in respect of the Purchased Certificates based upon the acquisition of additional Eligible REO Properties, additional Eligible Mortgage Loans or additional Eligible Rental Properties by a Seller Party Subsidiary, as applicable. From time to time, the sole member Seller may pay an Optional Prepayment to Administrative Agent on behalf of Buyers in accordance with Section 4(b) hereof. In order to further secure the Legacy REO SubsidiaryObligations hereunder, intends to cause (a) each Purchased Certificate shall be pledged by the dissolution of the Legacy REO Subsidiary. Buyer hereby consents applicable Seller to the removal Administrative Agent on behalf of Buyers and dissolution described (b) each Seller Party Subsidiaries’ interests in this paragraph notwithstanding anything the Contributed Assets shall be pledged by the applicable Seller Party Subsidiary to the contrary contained herein or Administrative Agent on behalf of Buyers. As additional credit enhancement in connection with the Existing Repurchase AgreementTransactions hereunder and as a condition precedent to the Administrative Agent on behalf of Buyers entering into the Transactions and continuing to maintain current Transactions hereunder, Guarantor shall deliver the Guaranty.

Applicability. From Subject to the terms of the Transaction Documents, from time to time during the Availability Period (as defined herein) the parties hereto may enter into transactions in which any or a Seller will sell to a Purchaser, all Sellers agree of such Seller’s right, title and interest in and to certain Eligible Assets (aas defined herein) to transfer to Buyer Mortgage Loans on a servicing servicing-released basis and the other related Purchased Items (as defined herein) (collectively, the “Assets”) against the transfer of funds (in the Applicable Currency of the related Eligible Asset) by Buyersuch Purchaser to such Seller (or at the direction of such Seller to a Designated Funding Party), with a simultaneous agreement by Buyer such Purchaser to transfer re-sell back to the applicable such Seller, and by such Seller to repurchase, such Mortgage Loans on a servicing released basis Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsor on demand, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds (in the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion Applicable Currency of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of related Eligible Asset) by such Contributed Assets, in all cases, subject Seller to the terms of this Agreementsuch Purchaser. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing by the applicable Seller, the applicable Purchaser, the Repurchase Agent and the Realisation Agent, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany exhibits identified herein as applicable hereunder. This Each individual transfer of an Eligible Asset shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, this Agreement is not a commitment by Buyer any Purchaser to engage in Transactions, but sets forth the requirements under which Purchasers would consider entering into Transactions from time to time. At no time shall any Purchaser be obligated to purchase or effect the transfer of any Eligible Asset from any Seller to any Purchaser. Barclays Bank PLC, as purchaser, and US Seller, UK Seller, EUR Seller and SEK Seller, as sellers, are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019 (as amended from time to time, the “Existing Repurchase Agreement”). Simultaneously with the execution of this Agreement on May __, 2022, the applicable Seller and the applicable Purchaser hereunder intend to enter into Transactions hereunder with respect to each Purchased Asset (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or defined in the Existing Repurchase Agreement) under the Existing Repurchase Agreement and to terminate the Existing Repurchase Agreement and certain Transaction Documents (as defined in the Existing Repurchase Agreement) pursuant to separate documentation. Barclays Bank PLC, as purchaser, and Gloss Seller, as seller, are parties to that certain Repurchase Agreement, dated as of November 13, 2019 (as amended from time to time, the “Existing Gloss Agreement”). Simultaneously with the execution of this Agreement on May __, 2022, the Gloss Seller and the applicable Purchaser hereunder intend to enter into a Transaction hereunder with respect to the Purchased Securities (as defined in the Existing Gloss Agreement) under the Existing Gloss Agreement and to terminate the Existing Gloss Agreement and certain Transaction Documents (as defined in the Existing Gloss Agreement) pursuant to separate documentation.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than on the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed AssetsRepurchase Date, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this AgreementAgreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement is does not constitute a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with SellersSeller, provided, however, that once a Transaction has been entered into by Seller and Buyer, the Purchased Mortgage Loans subject to that Transaction shall be allotted their respective Aging Limit under this Agreement irrespective of Buyer’s decision to no longer enter into future Transactions. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties Any commitment to enter into Transactions shall be managed by a Property Manager set forth in the Pricing Letter, and shall exceed or meet the Leasing Criteria be subject to satisfaction of all terms and Tenant Underwriting Criteriaconditions of this Agreement. The Legacy REO Subsidiary Pricing Letter is hereby removed from one of the Program Documents as defined below. The Pricing Letter is incorporated by reference into this Agreement and Seller Party and Buyer agree to adhere to all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreementterms, PMC, as the sole member conditions and requirements of the Legacy REO SubsidiaryPricing Letter as incorporated herein. In the event of a conflict or inconsistency between this Agreement and the Pricing Letter, intends to cause the dissolution terms of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementPricing Letter shall govern.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) This purchase order is an offer by SMT, Corp. (the “Buyer”) for the purchase of the goods and the provision of related services specified on the face of this purchase order (the “Goods”) from the Party to transfer whom the purchase order is addressed (the “Seller”) in accordance with and subject to Buyer Mortgage Loans these purchase order terms and conditions (the “Terms,” and together with the terms and conditions on a servicing released basis against the transfer face of funds by Buyerthis purchase order, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactionsthis “Order”). On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction Seller shall be referred to herein individually as a “TransactionParty” and collectively as the “Parties.” This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to this Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of this Order. No course of dealing or usage of the trade shall be governed applicable unless expressly incorporated in this Order. The Terms hereof shall prevail over any terms or conditions contained in any other documentation relating to this Order, including in or on Seller’s invoices, acknowledgments, forms, correspondence, or website, and these Terms expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used Seller in connection with periodic requests for this Order or that purports to apply to this Order. In the absence of the inclusion of these Terms with respect to any other order between Buyer and Seller, these Terms shall be deemed included and shall also apply. (b) These Terms shall also apply to enter into Transactions with Sellersany repaired or replacement Goods provided by Seller hereunder. Each Seller hereby acknowledges that (c) Buyer is not obligated to any minimum purchase or future purchase obligations under no obligation this Order. (d) The only employees of Buyer authorized to agree to enter intoissue, amend or to enter intocancel this Order are its (i) purchase agents and (ii) chief executive officer or president (each, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunderAuthorized Representative”). Following the execution of It is Seller’s express responsibility to ensure that this Agreement, PMC, as the sole member Order is issued by one of the Legacy REO Subsidiary, intends to cause the dissolution aforementioned Authorized Representatives of the Legacy REO SubsidiaryBuyer. Issuance by an unauthorized employee of Buyer hereby consents to the removal and dissolution described or any person other than an Authorized Representative may result in Buyer not honoring this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase AgreementOrder.

Applicability. From time to time the parties hereto may enter into transactions in which any or all Sellers agree (a) the applicable Seller agrees to transfer to Buyer Mortgage Loans (as hereinafter defined) on a servicing released basis and the Trust Interests against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Purchased Mortgage Loans on a servicing released basis at a date certain not later than and the Termination Date and (b) Trust Interests against the transfer of funds by Sellers. From time to pledge time, the beneficial interests Sellers may request Purchase Price Increases for the Transaction involving the Trust Interests in conjunction with the transfer of an REO Property to the REO Subsidiary as a result of the increase in Market Value of the Trust Interests. From time to Buyer time, the Sellers may request a release of REO Property from the REO Subsidiary in conjunction with a Mandatory Partial Prepayment as a result of the decrease in Market Value of the Trust Interests in connection with Transactionstherewith. On account of Contributed AssetsThis Agreement is a commitment by Buyer to engage in the Transactions (and requests for Purchase Price Increases, Buyer and PMC agree that from time to time PMC time) as set forth herein up to the Maximum Committed Purchase Price; provided, that Buyer shall initiate have no commitment to enter into any Transaction or agree to any Purchase Price Increase requested that would result in the aggregate Purchase Price of then-outstanding Transactions to exceed the Maximum Committed Purchase Price. Each such transaction involving the transfer of Mortgage Loans or the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Trust Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and and, unless otherwise agreed in writing, shall be governed by this Agreement, unless otherwise agreed including any supplemental terms or conditions contained in writingany annexes identified herein, as applicable hereunder. This Agreement is not a commitment by On the initial Purchase Date, Buyer to enter into Transactions (including Purchase Price Increases, will purchase the Trust Interests from time to time) with Sellers but rather sets forth the procedures to be used PennyMac Corp. in connection with periodic requests for the initial Transaction. After the initial Purchase Date, as part of a Purchase Price Increase Request, PennyMac Corp. may request and Buyer will fund, subject to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMC, as an increase in the sole member Purchase Price for the Transactions in respect of the Legacy Trust Interests based upon the acquisition of additional REO Subsidiary, intends to cause Properties by the dissolution of the Legacy REO Subsidiary. From time to time, the Sellers will pay a Mandatory Partial Prepayment to Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementaccordance with Section 4(b) hereof.

Applicability. From Each Buyer hereby commits and agrees, from time to time, upon the terms and conditions set forth herein, to enter into certain transactions hereinafter described (up to, in the aggregate, the Maximum Aggregate Purchase Price for all Outstanding Transactions entered into from time to time the parties hereto may enter into transactions in which any or by Buyers with all Sellers agree – all such capitalized terms not heretofore defined, as well as other capitalized terms used in this Agreement, being defined in Section 2 hereof). In each such transaction, a Seller assigns and transfers to a Buyer an interest in certain loans constituting Eligible Assets (aand, upon such assignment and transfer, “Purchased Assets,” which may be Group A Purchased Assets or Group B Purchased Assets) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by such Buyer, with a simultaneous agreement by such Buyer to assign and transfer to the applicable such Seller such Mortgage Loans on a servicing released basis interest in such Purchased Assets at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of the Contributed Assets to the REO Subsidiary against the transfer funds by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementSeller. Each such transaction shall be referred to herein as a “Transaction” and ”, and, unless otherwise agreed in writing, shall be governed by this Agreement. Each Transaction between a Buyer and a Seller with respect to Group A Purchased Assets (i) shall occur substantially concurrently with a related Transaction between the other Buyer and the same Seller, unless otherwise agreed in writingeach case for the assignment and transfer by such Seller to each Buyer of an undivided interest in those same Group A Purchased Assets, and for the subsequent reassignment and retransfer by Buyers to such Seller of those same Group A Purchased Assets, and (ii) may occur simultaneously with a Transaction between such Seller and Subordinate Buyer with respect to Group B Purchased Assets on such date, all as hereinafter set forth. This Agreement is not In addition, a commitment Seller may enter into one or more separate Transactions with Subordinate Buyer with respect to Group B Purchased Assets, in each case, for the assignment and transfer by such Seller to Subordinate Buyer of such Group B Purchased Assets and for the subsequent reassignment and retransfer by Subordinate Buyer to enter into Transactions (including Purchase Price Increasessuch Seller of those same Purchased Assets, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer hereby consents to the removal and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementhereinafter set forth.

Applicability. From time The purchase order (“Purchase Order”) together with these terms and conditions, which are printed on the back or hyperlinked from the Purchase Order or otherwise provided to time Seller, collectively constitute a binding agreement (the parties hereto “Agreement”) between the Buyer and the Seller (as each is shown on the face of the Purchase Order), and apply to all purchases of products (“Products”) and services (“Services” and together with the Products, “Ordered Items”) by Buyer from Seller, as such Ordered Items may enter into transactions in which be described on the face of the Purchase Order. Forecasts, to the extent any or all Sellers agree (a) to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds are provided by Buyer, with a simultaneous agreement by Buyer to transfer to the applicable Seller such Mortgage Loans on a servicing released basis at a date certain are strictly non-binding, do not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assets, Buyer and PMC agree that from time to time PMC shall initiate the transfer of the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this Agreement. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a constitute any commitment by Buyer to enter into Transactions (including purchase, and may not be relied upon by Supplier. In the event of any conflict between the Agreement and any other document or instrument submitted by Seller, the Agreement will govern. Seller must reject Purchase Price IncreasesOrders within three days of receipt or the Agreement will be deemed accepted by Seller. Buyer expressly limits acceptance of the Agreement to the terms stated herein. Any additional, from time to time) with Sellers but rather sets forth the procedures to be different, or inconsistent terms or conditions contained in any form, acknowledgment, acceptance, or confirmation used by Seller in connection with periodic requests for Buyer the implementation of the Purchase Order are hereby objected to enter into Transactions with Sellersand rejected by Buyer, however such proposal does not operate as a rejection of the Agreement (unless such variances are in the terms of the description, quantity, price or delivery schedule of the Ordered Items), but will be deemed a material alteration thereof, and the Agreement shall be deemed accepted by the Seller without any additional, different or inconsistent terms. Each Seller hereby acknowledges that Buyer is under no obligation As an exception to agree to enter into, or to enter intothe foregoing, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager written agreement between Buyer and shall exceed or meet Seller regarding the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution of this Agreement, PMC, as the sole member subject matter of the Legacy REO Subsidiary, intends to cause Purchase Order in effect at the dissolution of the Legacy REO Subsidiary. time Buyer hereby consents to the removal submits a Purchase Order that contains terms and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreementconditions that are inconsistent with these terms and conditions will have priority over these terms and conditions.

Applicability. From Agent for the benefit of Purchasers may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount, in which any or all Sellers agree (a) Seller sells to transfer to Buyer Mortgage Loans Agent for the benefit of Purchasers Eligible Assets, on a servicing servicing-released basis basis, in each case, against the transfer of funds by Buyer, Agent for the benefit of Purchasers with a simultaneous agreement by Buyer Agent for the benefit of Purchasers to transfer sell the related Purchased Assets (or in the case of the REO Asset, cause the REO Subsidiary to sell the applicable related Eligible REO Property) to Seller such Mortgage Loans on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsone year following such sale, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller; provided that the Contributed Assets Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the Maximum Aggregate Purchase Price. Each such transaction involving (x) the sale of Eligible Mortgage Loans to Agent for benefit of Purchasers, (y) the sale of Eligible REO Property (including Eligible REO Property resulting from a conversion of REO Property from a Mortgage Loan pursuant to Section ‎3(j) of this Agreement) to REO Subsidiary against the transfer by Buyer of funds resulting in an amount equal increase in the value of the Eligible REO Asset and (z) the sale of any Eligible Xxxxxx Mae Tail HMBS to the Purchase Price Increase, with a simultaneous agreement by Buyer to permit the release of Contributed Assets with respect thereto from the REO Subsidiary, to or Agent for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed AssetsPurchasers, in all cases, subject to the terms of this Agreement. Each such transaction shall each be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Agent for the benefit of Purchasers to enter into Transactions with SellersSeller. Each On and after the Effective Date, as part of separate Transactions, Seller hereby acknowledges that Buyer is under no obligation may request and, as set forth in the previous paragraph and subject to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Rental Properties shall be managed by a Property Manager the terms and shall exceed or meet the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution conditions of this Agreement, PMCAgent for the benefit of Purchasers shall fund, as an increase in the sole member Aggregate MRA Purchase Price for (i) additional Eligible Mortgage Loans, (ii) increases in the value of the Legacy Eligible REO Subsidiary, intends Asset based upon the conveyance by Seller of additional Eligible REO Properties to cause REO Subsidiary or the dissolution acquisition of additional Eligible REO Properties by the Legacy REO Subsidiary. Buyer hereby consents to the removal Subsidiary and dissolution described in this paragraph notwithstanding anything to the contrary contained herein or in the Existing Repurchase Agreement(iii) additional Eligible Xxxxxx Xxx Tail HMBS.

Applicability. From Purchaser may from time to time time, upon the parties hereto may terms and conditions set forth herein, agree to enter into transactions on a committed basis with respect to the Committed Amount and an uncommitted basis with respect to the Uncommitted Amount, in which (x) with respect to the initial Transaction, RMS sells to Purchaser the REO Asset and (y) with respect to any or all Sellers agree (a) Transaction, a Seller sells to transfer to Buyer Mortgage Loans Purchaser Eligible Assets, on a servicing servicing-released basis basis, against the transfer of funds by BuyerPurchaser, with a simultaneous agreement by Buyer Purchaser to transfer to Seller the applicable Seller such Mortgage Loans related Purchased Assets on a servicing released basis at a date certain not later than the Termination Date and (b) to pledge the beneficial interests in the REO Subsidiary to Buyer in connection with Transactions. On account of Contributed Assetsone year following such transfer, Buyer and PMC agree that from time to time PMC shall initiate against the transfer of funds by Seller; provided that the Contributed Assets to the REO Subsidiary against the transfer by Buyer of funds in an amount equal to the Aggregate MRA Purchase Price Increaseshall not exceed, with a simultaneous agreement by Buyer to permit as of any date of determination, the release of Contributed Assets with respect thereto from the REO Subsidiary, to or for the benefit of POP upon payment by POP of a portion of the Repurchase Price for the REO Subsidiary Interests representing the Repurchase Price in respect of such Contributed Assets, in all cases, subject to the terms of this AgreementMaximum Aggregate Purchase Price. Each such transaction involving (x) the transfer of Eligible Mortgage Loans to Purchaser or (y) the transfer of REO Property (including REO Property resulting from a conversion of REO Property from a Mortgage Loan pursuant to Section 3(j) of this Agreement) to REO Subsidiary resulting in an increase in the value of the REO Asset, shall each be referred to herein as a “Transaction,” and shall be governed by this Agreement, unless otherwise agreed in writing. This Agreement is not a commitment by Buyer to enter into Transactions (including Purchase Price Increases, from time to time) with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer Purchaser to enter into Transactions with SellersSeller. Each Seller hereby acknowledges that Buyer Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this AgreementAgreement with respect to the Uncommitted Amount. All Rental Properties shall be managed by a Property Manager and shall exceed or meet Seller acknowledges that during the Leasing Criteria and Tenant Underwriting Criteria. The Legacy REO Subsidiary is hereby removed from this Agreement and all of its obligations as an “REO Subsidiary” hereunder. Following the execution term of this Agreement, PMCAgent may undertake to join either one or both of Sheffield Receivables Corporation and Barclays Bank Delaware as additional purchasers under this Agreement, as the sole member of the Legacy REO Subsidiary, intends to cause the dissolution of the Legacy REO Subsidiary. Buyer and Seller hereby consents to the removal joinder of such additional purchasers. On the initial Purchase Date, Purchaser will purchase certain Eligible Mortgage Loans from Seller in connection with the Transaction on such date. After the initial Purchase Date, as part of separate Transactions, Seller may request and, as set forth in the previous paragraph and dissolution described in this paragraph notwithstanding anything subject to the contrary contained herein terms and conditions of this Agreement, Purchaser may or shall fund an increase in the Existing Repurchase AgreementAggregate MRA Purchase Price for (i) additional Eligible Mortgage Loans and (ii) the REO Asset based upon the conveyance by RMS of additional REO Properties to REO Subsidiary or the acquisition of additional REO Properties by the REO Subsidiary.