Common use of Initiation Clause in Contracts

Initiation. (i) Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b).

Initiation. (i) Unless otherwise agreed, Seller may request that Buyer enter into shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to any Eligible Mortgage Loans on any Business Day during the period from Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the Effective Date terms of each Transaction by issuing a written confirmation to and excluding the Termination Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, by delivering to (iB) Buyer a Transaction Noticethe Purchase Price, with a copy (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the CustodianTransaction, which Transaction Notice must be received by (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 2:00 5:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) date one (1) Business Day prior to the requested related Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a The Repurchase/Release Date for each Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and not be continuing, on later than the requested Purchase Termination Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice Confirmation, together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell tosell, repurchase from and resell to Buyer Purchased Assets, Pledged Assets, Underlying Assets and Eligible Mortgage Loans Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian, in accordance with Custodian the terms of the Custodial Agreement, the Mortgage Asset File pertaining to each Mortgage Loan Eligible Asset to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of purchased by Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and . (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 34, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall may then be made available to Seller by Buyer transferring, via wire transfertransfer to the account designated by the Seller, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)available.

Initiation. (i) Unless otherwise agreedSeller shall give Buyer and Custodian notice of the proposed Purchase Date, not later than three (3) Business Days in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during Asset) accompanied by the period from the Effective Date to and excluding the Termination DateSummary Diligence Materials, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller . Such Transaction Request and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit A to this Agreement. (ii) Upon Seller’s request Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and the Summary Diligence Materials and an Asset Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction pursuant to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i21. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Percentage, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to this Agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (iii) and assuming all Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 3 have been met 21, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase Date, Buyer mayPrice does not exceed the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and Haircut Amount transfers all rights, and a first priority security interest in and to the applicable warehouse lender as directed by SellerPurchased Assets evidenced on the related Asset Schedule. (iiiiv) Each Transaction Notice Request and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (vvi) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote proposed Purchased Asset to be delivered to the eVault via a secure electronic file, purchased by Buyer. (iivii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request to Buyer through the EverBank Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the Custodial Agreement prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Seller Buyer may request that Buyer in its sole discretion agree to enter into a such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Buyer shall confirm the terms of each Transaction on the EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer such Transaction. This Agreement is not a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received commitment by Buyer prior to 2:00 p.m. (New York City time) on enter into Transactions with Seller but rather sets forth the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed procedures to be subject used in connection with periodic requests for Buyer to a enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice pursuant to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinthis Agreement. (ii) Upon Seller’s request The information entered into the EverBank Warehouse Electronic System with respect to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such any Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian (x) the Mortgage Loan File pertaining to each of Eligible Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (iy) the Authoritative Copy of the related eNote Wet File for each Wet Mortgage Loan to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of purchased by Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and . (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available available, as provided in accordance with Section 10(b9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Unless otherwise agreedFrom time to time, Seller may request Lender shall make one or more loans (individually, each an “Advance” and collectively, the “Advances”) to Borrowers; provided that Buyer enter into the amount of each such Advance (together with any Incremental Advances to be made on such date) is not less than $5,000,000. As soon as available, but in no event later than five (5) Business Days prior to a Transaction proposed Advance Date, Borrowers shall deliver to Lender a Preliminary Advance Request identifying the Rental Properties Borrowers seek to finance; provided that if Borrowers are seeking financing with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateRental Properties located in a New Market or a state other than states in which Financed Rental Properties are then currently located, by delivering to Borrowers shall deliver such Advance Request identifying such New Market or state not less than thirty (i30) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day days prior to the requested Purchase proposed Advance Date. Delivery Lender shall then conduct and Borrowers shall cooperate with and assist Lender in conducting due diligence to its good faith satisfaction, including a review of the Due Diligence Documents with respect to the Rental Properties included in such Preliminary Advance Request, to determine eligibility of such Transaction Notice Rental Properties hereunder. Prior to Lender making any Advance, Borrowers shall deliver to Lender an Asset Schedule and an Advance Request as soon as available, but no later than five (5) Business Days prior to the proposed Advance Date (or such lesser time as mutually agreed upon by Borrowers and Lender), and delivery of such Advance Request shall be deemed a representation and warranty that Seller has Borrowers have no actual knowledge of any material information concerning the related Rental Properties that would reasonably be deemed to be material to a lender lending against such Eligible Mortgage Loan Rental Properties, which is not reflected in such Asset Schedule or Transaction Notice file or other information or otherwise disclosed to Buyer Lender in writing. Buyer There shall be no material changes between a preliminary Asset Schedule and the Asset Schedule attached to the Advance Request, unless requested or agreed to by Lender in its good faith discretion. Each Advance Request shall include an Asset Schedule with respect to the Rental Properties proposed to secure the requested Advance. Lender shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction Rental Properties as Buyer Lender determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer dataLender shall, is not formatted properly or the computer fields are otherwise improperly alignedat its option, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (ai) give Buyer confirm the terms of the proposed Advance by issuing a written confirmation to Borrowers prior to the requested Advance Date in the form of Exhibit A attached hereto (a “Confirmation”) and such Confirmation shall set forth (A) the Advance Date, (B) the aggregate Advance Amount, (C) the Repayment Date, (D) the Interest Rate applicable to the Advance Amount, (E) the Advance Rate, and (F) additional terms or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields conditions not inconsistent with this Agreement or (bii) correct reject the computer dataterms of the proposed Advance if one or more of the conditions precedent set forth in Sections 3(b)(ii) through (xxviii) are not satisfied. Borrowers shall execute and return the Confirmation to Lender via e-mail on or prior to 12:00 p.m. (New York time) on the related Advance Date, reformat with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than the second Business Day after the related Advance Date). Borrowers hereby agree not to deliver to Lender more than one (1) Preliminary Advance Request or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinone (1) Advance Request per week. (ii) Upon SellerEach Advance Request and Lender’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event confirmation of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transactionthe related Advance, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(sAdvance(s) covered thereby. (iviii) Subject to No later than the terms date and conditions of this time set forth in the Custodial Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller Borrowers shall deliver to the Custodian, in accordance with Custodian the terms of the Custodial Agreement, the Mortgage Property File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, Rental Property securing an Advance. (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon BuyerLender’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall Advance Amount will then be made available to Seller Borrowers by Buyer Lender transferring, via wire transfertransfer to an account designated by the Borrowers, in the aggregate amount of such Purchase Prices Advance Amounts in funds immediately available available. (v) Subject to the terms and conditions hereof, and the satisfaction of the conditions precedent set forth in accordance with Section 10(b3(b), amounts re-paid hereunder may be reborrowed as new Advances.

Initiation. (i1) Unless otherwise agreedSeller shall give Buyer and Custodian notice of the proposed Purchase Date, not later than three (3) Business Days in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during Asset) accompanied by the period from the Effective Date to and excluding the Termination DateSummary Diligence Materials, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller . Such Transaction Request and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit A to this Agreement. (ii2) Upon Seller’s request Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and the Summary Diligence Materials and an Asset Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction pursuant to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i21. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Percentage, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to this Agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (3) and assuming all Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 3 have been met 21, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase Date, Buyer mayPrice does not exceed the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and Haircut Amount transfers all rights, and a first priority security interest in and to the applicable warehouse lender as directed by SellerPurchased Assets evidenced on the related Asset Schedule. (iii4) Each Transaction Notice Request and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv5) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (v6) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote proposed Purchased Asset to be delivered to the eVault via a secure electronic file, purchased by Buyer. (ii7) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Unless otherwise agreedFrom time to time, Seller may request Lender shall make one or more loans (individually, each an “Advance” and collectively, the “Advances”) to Borrowers; provided that Buyer enter into the amount of each such Advance (together with any Incremental Advances to be made on such date) is not less than $5,000,000. As soon as available, but in no event later than five (5) Business Days prior to a Transaction proposed Advance Date, Borrowers shall deliver to Lender a Preliminary Advance Request identifying the Rental Properties Borrowers seek to finance; provided that if Borrowers are seeking financing with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateRental Properties located in a New Market or a state other than states in which Financed Rental Properties are then currently located, by delivering to Borrowers shall deliver such Advance Request identifying such New Market or state not less than thirty (i30) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day days prior to the requested Purchase proposed Advance Date. Delivery Lender shall then conduct and Borrowers shall cooperate with and assist Lender in conducting due diligence to its good faith satisfaction, including a review of the Due Diligence Documents with respect to the Rental Properties included in such Preliminary Advance Request, to determine eligibility of such Transaction Notice Rental Properties hereunder. Prior to Lender making any Advance, Borrowers shall deliver to Lender an Asset Schedule and an Advance Request as soon as available, but no later than five (5) Business Days prior to the proposed Advance Date (or such lesser time as mutually agreed upon by Borrowers and Lender), and delivery of such Advance Request shall be deemed a representation and warranty that Seller has Borrowers have no actual knowledge of any material information concerning the related Rental Properties that would reasonably be deemed to be material to a lender lending against such Eligible Mortgage Loan Rental Properties, which is not reflected in such Asset Schedule or Transaction Notice file or other information or otherwise disclosed to Buyer Lender in writing. Buyer There shall be no material changes between a preliminary Asset Schedule and the Asset Schedule attached to the Advance Request, unless requested or agreed to by Lender in its good faith discretion. Each Advance Request shall include an Asset Schedule with respect to the Rental Properties proposed to secure the requested Advance. Lender shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction Rental Properties as Buyer Lender determines during normal business hours. In Borrowers shall deliver to Lender (i) the event terms of the Asset Schedule provided proposed Advance by Seller contains erroneous computer datadelivering a written confirmation to Lender prior to the requested Advance Date in the form of Exhibit A attached hereto (a “Confirmation”) and such Confirmation shall set forth (A) the Advance Date, is (B) the aggregate Advance Amount, (C) the Repayment Date, (D) the Interest Rate applicable to the Advance Amount, (E) the Advance Rate, and (F) additional terms or conditions not formatted properly or the computer fields are otherwise improperly alignedinconsistent with this Agreement and Lender shall, Buyer shall provide written or electronic notice to Seller describing such error and Seller may at its option, either (ai) give Buyer written confirm the terms of the proposed Advance on or electronic authority prior to correct the computer data, reformat the Asset Schedule or properly align the computer fields requested Advance Date or (bii) correct reject the computer dataterms of the proposed Advance if one or more of the conditions precedent set forth in Sections 3(b)(ii) through (xxviii) are not satisfied. Borrowers shall execute and deliver the Confirmation to Lender via e-mail on or prior to 12:00 p.m. (New York time) on the related Advance Date, reformat with the executed original Confirmation to follow via overnight delivery (and in any event to arrive no later than the second Business Day after the related Advance Date). Borrowers hereby agree not to deliver to Lender more than one (1) Preliminary Advance Request or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinone (1) Advance Request per week. (ii) Upon SellerEach Advance Request and Lender’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event confirmation of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transactionthe related Advance, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(sAdvance(s) covered thereby. (iviii) Subject to No later than the terms date and conditions of this time set forth in the Custodial Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller Borrowers shall deliver to the Custodian, in accordance with Custodian the terms of the Custodial Agreement, the Mortgage Property File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, Rental Property securing an Advance. (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon BuyerLender’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall Advance Amount will then be made available to Seller Borrowers by Buyer Lender transferring, via wire transfertransfer to an account designated by the Borrowers, in the aggregate amount of such Purchase Prices Advance Amounts in funds immediately available available. (v) Subject to the terms and conditions hereof, and the satisfaction of the conditions precedent set forth in accordance with Section 10(b3(b), amounts re-paid hereunder may be reborrowed as new Advances.

Initiation. (i) Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer▇▇▇▇▇’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b).

Initiation. (i) Unless otherwise agreedThe applicable Seller shall give Buyer, Collateral Administrator, Asset Manager, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, the applicable Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer, Collateral Administrator, Asset Manager, and to Custodian as specified in the Custodial Agreement, a Transaction Request/Purchase Price Increase and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateAsset) accompanied by a Complete Submission, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by a Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to the applicable Seller describing such error and such Seller may either (a) give Buyer written or electronic authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule Eligible Assets or properly align the computer fields, Seller . Such Transaction Request/Purchase Price Increase and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit F to this Agreement. (ii) Upon Seller’s request Following receipt of a Transaction Request/Purchase Price Increase and Confirmation (such Transaction Request/Purchase Price Increase and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform the applicable Seller of its election to enter into a Transaction pursuant to (1) purchase any Purchased Assets proposed to be sold to Buyer by such Seller hereunder or (2) permit the Mezzanine Subsidiary to acquire a Mezzanine Loan that is otherwise an Eligible Asset. (iii) Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer, or acquired by the Mezzanine Subsidiary, and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i17. Buyer or its designee shall conduct its diligence review within the following time frame beginning on the Business Day following receipt of the Complete Submission: in the case of a proposed Transaction of (i) up to five (5) Eligible Assets, fifteen (15) Business Days; (ii) more than five (5) but no more than twenty-five (25) Eligible Assets, twenty-five (25) Business Days, and assuming all (iii) more than twenty-five (25) Eligible Assets, a time frame to be mutually agreed upon by Buyer and the applicable Seller. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Increase, Purchase Price Percentage, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request/Purchase Price Increase and Confirmation signed by the applicable Seller, and confirmed by Buyer by countersigning the Transaction Request/Purchase Price Increase and Confirmation, to be returned to the applicable Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request/Purchase Price Increase and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request/Purchase Price Increase and Confirmation to the applicable Seller or enter into such Transaction. (iv) Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets or Mezzanine Subsidiary Assets, as applicable, in accordance with Section 3 have been met 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase DatePrice does not exceed the Maximum Committed Purchase Price, Buyer mayor, with the prior consent of Buyer, to the extent such Transaction would cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price, the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and the applicable Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller, such Seller hereby grants, assigns, conveys and transfers all rights, and a first priority security interest in and to the Purchased Assets evidenced on the related Asset Schedule. (iiiv) Each Transaction Notice Request/Purchase Price Increase and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivvi) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (vvii) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, applicable Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s proposed Purchased Asset and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote Mezzanine Subsidiary Asset to be delivered purchased by Buyer or to the eVault via be subject to a secure electronic filePurchase Price Increase, as applicable. (iiviii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate or Purchase Price for the related Transaction shall Increase, as applicable, will then be made available to the applicable Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time. (ix) Upon (x) the sale of the Mezzanine Subsidiary Interests to Buyer as set forth herein and (y) the pledge of the Mezzanine Subsidiary Assets as set forth herein, and until termination of any related Transactions as set forth herein, ownership of the Mezzanine Subsidiary Interests is vested in accordance with Section 10(b)the Buyer, and a first priority lien on the Mezzanine Subsidiary Assets is given to Buyer; provided, that legal title to each Mezzanine Subsidiary Asset shall be retained by the Mezzanine Subsidiary for servicing purposes, for the benefit of Buyer.

Initiation. 4.1. SkyFi reserves the right to refuse to commence provision of Services based on the Subscriber’s prior conduct. 4.2. SkyFi cannot guarantee the provision of the requested Service upon the receipt of a Subscriber Application Form. Provision of the Service is subject to SkyFi confirming that it is technically feasible to do so. 4.3. A Subscriber Application Form must be submitted via the SkyFi Website. Once a Subscriber Application Form is accepted by SkyFi, it becomes a Service Order. 4.4. SERVICES WILL ONLY WORK IN THE COVERAGE AREA AND SKYFI WILL PROVIDE COVERAGE ON A REASONABLE ENDEAVOURS BASIS. 4.5. Delivery of Services is dependent on signal availability and demand for Services in any particular area. SkyFi does not warrant or guarantee Service for any specific areas, whilst every effort will be made to give Subscriber’s an indication of possible Service. 4.6. THE SUBSCRIBER CONSENTS TO SKYFI CARRYING OUT A CREDIT CHECK ON THE SUBSCRIBER AT ANY APPLICABLE CREDIT BUREAU, AND MAY MAKE THE PROVISION OF THE SERVICES DEPENDANT ON ITS SATISFACTION WITH THE RESULTS. SKYFI MAY PROVIDE INFORMATION ON THE SUBSCRIBER’S PAYMENT RECORD TO A CREDIT BUREAU. 4.7. If the Subscriber is a juristic person, SkyFi may require one or more of its officers to stand surety for the Subscriber’s obligations under this Agreement. Even if the Agreement has commenced, SkyFi may withhold providing the Services until the surety has been signed. 4.8. Depending upon the Service provided, SkyFi may be obliged under RICA to obtain certain information from the Subscriber, and SkyFi may withhold or suspend providing Services until the Subscriber has provided the necessary information and/or documents to SkyFi. 4.9. If the Subscriber has not complied with a requirement of this clause, SkyFi may delay providing the Services until the Subscriber has complied. If the Subscriber does not comply within a reasonable period, SkyFi may terminate this Agreement and will not be liable for any damage that the Subscriber may suffer as a result. 4.10. Commencement of the Services is subject to a 7 (iseven) Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during the day cooling-off period from the Effective Date to and excluding which will be interrupted if the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which Service in question is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance Subscriber during this period with Section 10(b)the Subscriber’s consent.

Initiation. (i) Unless otherwise agreedSeller shall give Buyer, Collateral Administrator, Asset Manager, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer, Collateral Administrator, Asset Manager, and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateAsset) accompanied by a Complete Submission, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule Eligible Assets or properly align the computer fields, Seller . Such Transaction Request and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit F to this Agreement. (ii) Upon Seller’s request Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction pursuant to purchase any Purchased Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i17. Buyer or its designee shall conduct its diligence review within the following time frame beginning on the Business Day following receipt of the Complete Submission: in the case of a proposed Transaction of (i) up to five (5) Eligible Assets, fifteen (15) Business Days; (ii) more than five (5) but no more than twenty-five (25) Eligible Assets, twenty-five (25) Business Days, and assuming all (iii) more than twenty-five (25) Eligible Assets, a time frame to be mutually agreed upon by Buyer and Seller. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Percentage, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, including any exceptions on the Schedule of Exceptions, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (iii) Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 3 have been met 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase DatePrice does not exceed the Maximum Committed Purchase Price, Buyer mayor, with the prior consent of Buyer, to the extent such Transaction would cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price, the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and Haircut Amount transfers all rights, and a first priority security interest in and to the applicable warehouse lender as directed by SellerPurchased Assets evidenced on the related Asset Schedule. (iiiiv) Each Transaction Notice Request and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (vvi) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote proposed Purchased Asset to be delivered to the eVault via a secure electronic file, purchased by Buyer. (iivii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request to Buyer at least [*] prior to each Purchase Date. Each Transaction Request shall request Purchase Price in an amount equal to at least [*]. Following receipt of such request, Seller may request that Buyer ▇▇▇▇▇ shallmay agree to enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during such requested Transaction, so long as (1) each of the period from conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the Effective Date to conditions precedent set forth in Section 3(a) and excluding the Termination DateSection 3(b), by delivering to (i) Buyer a Transaction Noticerespectively, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Dateof this Agreement), and (ii2) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shallmay fund the Purchase Price in accordance with this Agreement. No Transaction shall occur on any date other than the Closing Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested On each Purchase Date, (I) Seller shall, with respect to Eligible Assets that will be delivered or held in definitive, certificated form, deliver to Buyer may, in its sole discretion, purchase the original of the relevant certificate with respect to the related Eligible Mortgage Loans included Assets registered in the related Transaction Notice pursuant name of Buyer, (II) with respect to Eligible Assets that will be delivered or held in uncertificated form and the terms ownership of this Agreement. In connection with entering into such Transactionwhich is registered on books maintained by Issuer or its transfer agent, the Seller shall remit cause the registration of such security or other item of investment property in the name of Buyer and, at the request of Buyer, shall take such other and further steps, and shall execute and deliver such documents or instruments necessary in the opinion of Buyer, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder, and (III) with respect to Eligible Assets that will be delivered through a Relevant System in book entry form and credited to or its designated agent the applicable Haircut Amount and Buyer shall sendotherwise held in an account, (i) Seller deliver or cause to be sent, the Purchase Price and Haircut Amount delivered written instructions to the applicable warehouse lender relevant financial institution or other entity, and shall provide a copy thereof to Buyer, sufficient if complied with, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder, (ii) in connection with any account to which the Eligible Assets are credited or otherwise held, Seller shall execute and deliver such other and further documents or instruments necessary to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder, and (iii) all Eligible Assets will be credited directly to an account of Buyer as directed by ▇▇▇▇▇. Unless otherwise instructed by Buyer, any delivery of a security or other item of investment property in definitive, certificated form shall be made to Buyer or as Buyer otherwise instructs. Any delivery of a Purchased Asset in accordance with this subsection, or any other method acceptable to Buyer, shall be sufficient to cause Buyer to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Purchased Assets, which shall be treated as a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) and, if the Transaction is recharacterized as a secured financing, to have a perfected first priority security interest therein. No Purchased Assets, whether certificated or uncertificated, shall (i) remain in the possession of Seller, or (ii) remain in the name of Seller or any of its agents, or in any account in the name of Seller or any of its agents. (iii) Each Transaction Notice Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than [*] after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the Obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [*] after the Confirmation was received by Seller. (iv) The Repurchase Date for each Transaction shall not be later than the earlier of (a) [*] from the related Purchase Date, and (b) the Termination Date. (v) Subject to the terms and conditions of this Agreement, during such period Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans Purchased Assets hereunder. (vvi) Seller shall deliver to Upon the Custodian, in accordance with the terms satisfaction of the Custodial conditions set forth in Section 3(a) and Section 3(b) of this Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then will be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)available.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request to Buyer through the EverBank Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the Custodial Agreement prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Seller Buyer may request that Buyer in its sole discretion agree to enter into a such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Buyer shall confirm the terms of each Transaction on the EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer such Transaction. This Agreement is not a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received commitment by Buyer prior to 2:00 p.m. (New York City time) on enter into Transactions with Seller but rather sets forth the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed procedures to be subject used in connection with periodic requests for Buyer to a enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice pursuant to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinthis Agreement. (ii) Upon Seller’s request The information entered into the EverBank Warehouse Electronic System with respect to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such any Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date.. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian (x) the Mortgage Loan File pertaining to each of Eligible Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (iy) the Authoritative Copy of the related eNote Wet File for each Wet Mortgage Loan to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of purchased by Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and . (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available available, as provided in accordance with Section 10(b9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Unless otherwise agreedWith respect to Underlying Assets proposed to be subject to a Transaction, Seller may request that Buyer enter into a Transaction shall deliver, or shall cause to be delivered (A) other than with respect to any Eligible Mortgage Loans Simultaneously Funded Transactions and Wet-Ink Transactions, a Transaction Request and a preliminary Asset Schedule to Buyer on any or prior to 12:00 p.m. two (2) Business Days prior to the Purchase Date or Purchase Price Increase Date and shall deliver, or shall cause to be delivered, a final Asset Schedule on or prior to 12:00 p.m. one (1) Business Day during prior to the period from the Effective Date to and excluding the Termination Purchase Date, by delivering and such Transaction Request shall include a preliminary Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, (iB) Buyer with respect to Simultaneously Funded Transactions, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer Request and Asset Schedule on or prior to 2:00 10:00 a.m. (New York City time) on the related Purchase Date, and (C) with respect to Wet-Ink Transactions, (y) a Transaction Request and Asset Schedule to Buyer on or prior to 4:00 p.m. (New York City time) on the requested related Purchase DateDate and, (z) following receipt of preliminary approval of such Transaction Request from Buyer, such Transaction Request and (ii) Asset File to Buyer an Asset Schedule, with a copy through Mortgage Finance Online and to the Custodian, which Asset Schedule must be received by Buyer in each case on or prior to 2:00 5:00 p.m. (New York City time) one (1) Business Day prior to on the requested related Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package Schedule and the Eligible Mortgage Loans Underlying Assets proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the The terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each each Transaction Notice together with this Agreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of deemed confirmed by Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy disbursement of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for in connection with the related Transaction Request with respect to such Underlying Assets. To the extent that there are any additional terms or terms that conflict with this Agreement, such terms shall then be made available confirmed in writing by Buyer to Seller by Buyer transferringParties. For the avoidance of doubt, via wire transfer, all Transactions shall be deemed part of the Facility Pool unless allocated to a Discrete Pool as set forth in the aggregate amount of such Purchase Prices in funds immediately available related Pooling Addendum or in accordance with Section 10(b)3(g) below.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request through the Warehouse Electronic System to Buyer as specified in the Customer Guide prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the Customer Guide. Following receipt of such request, Seller Buyer may request that Buyer agree to enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during such requested Transaction, in which case it will fund the period from Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery Price of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset ScheduleSeller’s acceptance thereof, will constitute the Underwriting Package and the Eligible Mortgage Loans proposed parties agreement to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing enter into such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinTransaction. (ii) Upon Seller’s request The information entered into the Warehouse Electronic System with respect to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such any Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. ‑4‑ (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, The delivery times and requirements for the Mortgage Loan File pertaining to each Mortgage Loan to be sold to Buyer hereunder on as well as the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each timing and operations for the remittance of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then all be made available to Seller by Buyer transferring, via wire transfer, as set forth in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b)Customer Guide.

Initiation. (i) Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect reflect, the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller Seller, and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon BuyerB▇▇▇▇’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer B▇▇▇▇ agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b). (vi) With respect to any eMortgage Loans, after the process described in subsection (v) above has occurred, if Seller at any time informs Buyer or Custodian of Seller’s intention to place such eMortgage Loan into the G▇▇▇▇▇ M▇▇ Mortgage-Backed Securities Program, such eMortgage Loan shall thereafter be designated as a G▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan. Upon receipt of such notification from Seller, Buyer (or Custodian on behalf of Buyer) shall transfer (i) the Controller status of the related eNote to reflect the MERS Org ID of Seller and (ii) the Location status of the related eNote to reflect the Seller’s MERS Org ID. Seller shall then place the MERS Org ID of Seller’s G▇▇▇▇▇ M▇▇ certifying document custodian in the Location field and the MERS Org ID of G▇▇▇▇▇ M▇▇ in the Secured Party field. For any G▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan, the Delegatee status of the related eNote shall be removed automatically upon transfer of the Controller status to Seller. Seller shall promptly thereafter cause such G▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan to be placed into the G▇▇▇▇▇ M▇▇ Mortgage-Backed Securities Program or otherwise repurchased hereunder (and pay the related Repurchase Price to the Buyer in accordance with this Agreement) or complete the process described in subsection (v) above with respect to such Mortgage Loan.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request to Buyer through the Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the Custodial Agreement prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Seller Buyer may request that Buyer in its sole discretion agree to enter into a such requested Transaction, in which case Buyer will fund the Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties’ agreement to enter into such Transaction. Buyer shall confirm the terms of each Transaction on the Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinTransaction. (ii) Upon Seller’s request This Agreement is not a commitment by ▇▇▇▇▇ to enter into a Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is not under any obligation to agree to enter into, or to enter into, any Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice The information entered into the Warehouse Electronic System with respect to any Transaction, together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller [***] after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***] after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iv) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (v) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, Custodian (x) the Mortgage Loan File pertaining to each Eligible Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Datepurchased by Buyer; provided that that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of be transferred to Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of be transferred to Custodian, and (iv) the Delegatee status of the related eNote to reflect be transferred to Custodian, in each case using MERS eDelivery and the MERS Org ID of Custodian, eRegistry (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). . (vii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available available, as provided in accordance with Section 10(b9(b). LEGAL02/41080625v5 LEGAL02/41080625v8 (viii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(viii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Unless otherwise agreedSeller shall give Buyer, Collateral Administrator, Facility Administrative Agent, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, five (5) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer, Collateral Administrator, Facility Administrative Agent, and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateAsset) accompanied by a Complete Submission, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule Eligible Assets or properly align the computer fields, Seller . Such Transaction Request and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit F to this Agreement. (ii) Upon Seller’s request Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction pursuant to purchase any Purchased Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i17. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Percentage, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (iii) and assuming all Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 3 have been met 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase Date, Buyer mayPrice does not exceed the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and Haircut Amount transfers all rights, and a first priority security interest in and to the applicable warehouse lender as directed by SellerPurchased Assets evidenced on the related Asset Schedule. (iiiiv) Each Transaction Notice Request and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (vvi) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote proposed Purchased Asset to be delivered to the eVault via a secure electronic file, purchased by Buyer. (iivii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Unless otherwise agreedSellers shall provide notice to Buyer at the end of each Business Day of its best estimation of the number and dollar amount of Transaction Requests to be submitted on the following Business Day, Seller may request it being understood that if more than twelve (12) Transaction Requests are delivered on a single Business Day or the dollar amount of such Transaction requests is greater in the aggregate than 25% of Sellers’ estimation, the Buyer enter into a Transaction with will use reasonable efforts to effectuate such Transactions (subject to Buyer’s right to decline such Transactions in its discretion) but shall be under no obligation to do so; (ii) With respect to any Eligible Transactions the subject of which are Wet-Ink Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateLoans, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 3:00 p.m. (New York City eastern standard time) on the related Purchase Date, a Seller shall have delivered a Transaction Request relating to the Wet-Ink Mortgage Loans for which a Transaction is requested; (iii) With respect to Transactions the subject of which are Mortgage Loans other than Wet-Ink Mortgage Loans, a Seller shall deliver or cause to be delivered the related Transaction Requests and Mortgage Loan Servicing Report to Buyer and Mortgage Files to the Custodian in accordance with the Custodial Agreement as follows: (A) if 40 or fewer such Mortgage Loans are requested to be purchased on a Purchase Date, such deliveries shall be prior to 11:00 a.m. (eastern standard time) on such requested Purchase Date; (B) if between 40 and 150 such Mortgage Loans are requested to be purchased on a Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must such deliveries shall be received by Buyer prior to 2:00 p.m. 11:00 a.m. (New York City eastern standard time) one (1) on the Business Day prior to the immediately preceding such requested Purchase Date. Delivery of ; and (C) if more than 150 such Transaction Notice Mortgage Loans are requested to be purchased on a Purchase Date, such deliveries shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed prior to Buyer in writing. Buyer shall have the right to review the information set forth 11:00 a.m. (eastern standard time) on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. second Business Day preceding such requested Purchase Date; (iv) In the event the Asset Schedule provided by Seller that such Transaction Request contains erroneous computer (A) incomplete data, (B) to Buyer’s knowledge, inaccurate data or (C) is not formatted properly or the computer fields are otherwise improperly alignedproperly, Buyer shall provide written or electronic notice to Seller Sellers describing such error and Seller may either (a) give Buyer written or electronic authority to Sellers shall correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself such error and resubmit the Asset Transaction Request. A Transaction Request with respect to any Mortgage Loan shall not be deemed to be delivered until a complete and correct Mortgage Loan Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinhas been received by Buyer. (iiv) Upon Seller’s request Each Transaction Request delivered by a Seller hereunder shall constitute a certification by Sellers that all the conditions set forth in Section 3(b) (other than Section 3(b)(v)) have been satisfied (both as of the date of Transaction Request and as of the date of the related Transaction). (vi) Following receipt of such request, Buyer may agree to enter into a such requested Transaction pursuant or may notify Sellers of its intention not to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering enter into such Transaction, . Subject to the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sentprovisions of this Section 3, the Purchase Price and Haircut Amount will be made available to Sellers by Buyer transferring immediately available funds in the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice aggregate amount of such Purchase Price in accordance with the Wiring Instructions. The funding of such requested Transaction, together with this Agreement and the Pricing Side LetterRepurchase Agreement, shall be conclusive evidence of Buyer entering into, and the terms of the Transaction(srequested Transaction unless objected to by a Seller within two (2) covered therebyBusiness Days. In the event of an Exception Mortgage Loan, Buyer shall specify the terms of such proposed Transaction in an Exception Loan Confirmation to be delivered to Sellers on or prior to the date of the Transaction. Such Exception Loan Confirmation, together with the terms of this Repurchase Agreement shall constitute conclusive evidence of the terms agreed between Buyer and Sellers with respect to the Transaction described therein. In the event of a conflict between the Exception Loan Confirmation and this Repurchase Agreement, the terms of the Exception Loan Confirmation shall govern with respect to the related Transaction. In any event, a Seller’s acceptance of the related proceeds shall constitute Sellers’ agreement to the terms of a Transaction. (ivvii) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller Sellers may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (vviii) With respect to each Wet-Ink Mortgage Loan, by no later than the seventh (7th) Business Day following the applicable Purchase Date, a Seller shall deliver have delivered to the Custodian, Custodian the Mortgage File in accordance with the terms of the Custodial Agreement, . (ix) Each Seller hereby designates and authorizes the Mortgage File pertaining Buyer to each Mortgage Loan act pursuant to be sold the terms of the Irrevocable Instruction Letter which shall include the authority of the Buyer to Buyer hereunder on give exclusive instructions to the requested Purchase Date; provided that Bank with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery the Settlement Account and the MERS eRegistry Disbursement Account, including without limitation the movement of funds to cause (i) effect disbursements, to pay the Authoritative Copy of Repurchase Price, fees and Expenses and other Obligations owing from time to time by the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller Sellers hereunder including without limitation those obligations set forth in Sections 16 and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions 19 of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b)Repurchase Agreement.

Initiation. (i) Unless otherwise agreedSeller shall give Buyer and Custodian notice of the proposed Purchase Date, not later than 2:00 p.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller may shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to any each Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination DateAsset) accompanied by a Complete Submission, by delivering to (i) Buyer including, without limitation, a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an proposed Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to shall correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule Eligible Assets or properly align the computer fields, Seller . Such Transaction Request and Confirmation shall hold include all information required by Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinpursuant to Exhibit F to this Agreement. (ii) Upon Seller’s request Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, promptly (but in all events prior to the contemplated Purchase Date) inform Seller of its election to enter into a Transaction pursuant to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in accordance with Section 3(c)(i17 hereof. Upon completion of its review, Buyer shall confirm the terms for such proposed Transaction attributable to the Eligible Asset, including the Purchase Price, Purchase Price Percentage, the Asset Value and the Pricing Rate for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller promptly (but in all events prior to the contemplated Purchase Date). To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to this Agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (iii) and assuming all Upon satisfaction of the applicable conditions precedent set forth in this Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Eligible Assets in accordance with Section 3 have been met 17 hereof, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and provided that no Default or Event of Default shall have occurred and be continuing, on after giving effect to the requested Transaction the aggregate outstanding Purchase Date, Buyer mayPrice does not exceed the Maximum Aggregate Purchase Price, in its sole discretion, purchase which case Buyer shall fund the Eligible Mortgage Loans included Purchase Price in the related Transaction Notice pursuant to the terms of accordance with this Agreement. In connection with entering Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, . Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and Haircut Amount transfers all rights, and a first priority security interest in and to the applicable warehouse lender as directed by SellerPurchased Assets evidenced on the related Asset Schedule. (iiiiv) Each Transaction Notice Request and Confirmation together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunderTermination Date. (vvi) Seller shall deliver to No later than the Custodian, date and time set forth in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian the Asset File pertaining to each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote proposed Eligible Asset to be delivered to the eVault via a secure electronic file, purchased by Buyer. (iivii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices Price in funds immediately available in accordance with Section 10(b)no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 2:00 p.m., New York time.

Initiation. (i) Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect Both Parties shall jointly discuss whether to voluntarily implement any Eligible Mortgage Loans on any Business Day during Recall and upon what terms and conditions the period from the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery of such Transaction Notice Licensed Product shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hoursRecall in the applicable country in the Territory. In If time allows, both Parties shall jointly discuss and the event JSC shall determine whether to voluntarily implement a Market Withdrawal in the Asset Schedule applicable country in the Territory and upon what terms and conditions the Licensed Product shall be subject to a Market Withdrawal or otherwise temporarily or on a limited basis withdrawn from sale in such applicable country in the Territory; provided by Seller contains erroneous computer data, is not formatted properly that notwithstanding the foregoing or anything to the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth contrary in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuingAgreement, on the requested Purchase Date, Buyer Takeda may, in accordance with its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant Commercially Reasonable Efforts and generally applied internal regulations with respect to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount compliance and Buyer shall send, or cause to be sent, the Purchase Price Adverse Events/Reactions and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement Serious Adverse Events/Reactions and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreementthe Pharmacovigilance Agreement or the Quality Agreement as applicable, during such period Seller may sell cause Takeda and its Sublicensees and Subcontractors to, repurchase from cease or suspend (on a country-by-country and resell Licensed Product-by-Licensed Product basis) the Development and Commercialization of the Licensed Product in the Field in the applicable country in the Territory, as applicable, upon reasonable written notice to, and good faith consultations with, Sucampo prior to Buyer Eligible Mortgage Loans hereunder. any such cessation or suspension in the event that (va) Seller shall deliver such cessation or suspension is required by the applicable Regulatory Authority in the applicable country in the Territory or (b) Takeda reasonably and in good faith believes that such cessation or suspension is needed in order to limit any potential material liability of the Parties due to any health and safety issues reported in connection with such Development and Commercialization, including any reported Adverse Events/Reactions or Serious Adverse Events/Reactions. In addition to and not in lieu or limitation of the foregoing, in the event that Sucampo and Takeda are unable to agree within appropriate timelines whether or not to voluntary implement a Recall or Market Withdrawal of the Licensed Product in the applicable country in the Territory, notwithstanding anything herein to the Custodiancontrary, Takeda shall make the final determination. If a Recall is mandated by a Regulatory Authority in accordance a particular country in the Territory, Takeda shall initiate such a Recall to be in compliance with Applicable Law in such country. In the terms event of any Recall, Market Withdrawal or other withdrawal of the Custodial AgreementLicensed Product in the applicable country in the Territory, each Party shall provide, and cause its Affiliates and other Sublicensees to provide, any and all assistance and support required by Applicable Law in such country, or reasonably requested by the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Dateother Party; provided that with respect to any eMortgage Loanfor clarification, Seller Takeda shall deliver to Custodian each be responsible for initiating such Recall, Market Withdrawal or other withdrawal of Buyer’s such Licensed Product. For the avoidance of doubt, (a) the Recall or Market Withdrawal of a Licensed Product under this Section 6.4.2 shall be determined on a Licensed Product-by-Licensed Product basis and Seller’s MERS Org IDson a country-by-country basis in the Territory, and shall use MERS eDelivery and the MERS eRegistry to cause (ib) the Authoritative Copy Recall or Market Withdrawal of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is Licensed Product in a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, particular country in the aggregate amount Territory may, but shall not automatically, affect the Development or Commercialization of such Purchase Prices any other Licensed Product or any other country in funds immediately available in accordance with Section 10(b)the Territory.

Initiation. (i) Unless otherwise agreedSeller shall deliver a Transaction Request through the Warehouse Electronic System to Buyer as specified in the Customer Guide prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the Customer Guide. Following receipt of such request, Seller Buyer may request that Buyer agree to enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during such requested Transaction, in which case it will fund the period from Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Effective Date to and excluding the Termination Date, by delivering to (i) Buyer a Transaction Notice, with a copy to the Custodian, which Transaction Notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Delivery Price of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset ScheduleSeller’s acceptance thereof, will constitute the Underwriting Package and the Eligible Mortgage Loans proposed parties agreement to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing enter into such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided hereinTransaction. (ii) Upon Seller’s request The information entered into the Warehouse Electronic System with respect to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such any Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Transaction Notice together with this Agreement and the Pricing Side LetterAgreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell tosell, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder. (v) Seller shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, The delivery times and requirements for the Mortgage Loan File pertaining to each Mortgage Loan to be sold to Buyer hereunder on as well as the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each timing and operations for the remittance of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then all be made available to Seller by Buyer transferring, via wire transfer, as set forth in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b)Customer Guide.