Common use of The Transactions Clause in Contracts

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (b) Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (d) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased Loans, Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Maximum Aggregate Purchase Price. Buyer and Seller agree that the Purchased Loans transferred to Buyer in any Transaction hereunder may include Eligible Loans which are Wet Loans (subject to any applicable sub-limits regarding Wet Loans set forth herein or any Program Document). (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice) and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Funding Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any other terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian notice and the terms set forth in the related Funding Notice delivered by Buyer to Seller, the terms of the related Funding Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any proposed purchaseFunding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Funding Notice. The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 4:30 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such notice is so givenTrust Receipts shall be delivered to ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Funding Notice by transferring to Buyer and Custodian on such Notice Datethe Disbursement Account, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the terms of Section 11 of the Custodial Agreement (pursuant to written wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The Buyer agrees that Seller shall not be required to compensate Buyer pursuant to the provisions of this Section 3(d3(i) for any increased costs incurred or reductions in Buyer’s rate of return suffered more than six (6) months prior to the date that Buyer notifies Seller of the event giving rise to such increased costs or reductions and of Buyer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall survive termination be extended to include the period of retroactive effect thereof). (j) Buyer and Seller hereby agree that upon Buyer’s completion of its credit and due diligence review of Seller, in the event that Buyer elects to offer a one-year extension of the term of this Agreement to Seller upon terms and conditions substantially similar to those provided herein and in the repurchase of other Program Documents, Buyer and Seller shall each use commercially reasonable efforts and negotiate in good faith to promptly execute and deliver all Purchased Loans subject required documents to Transactions hereundereffect such extension.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice substantially in the form of Exhibit D hereto, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice of any or each Loan proposed purchaseto be included in such Transaction, with respect to all Mortgage Loans, prior to which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, Undocumented Mortgage Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(g)). Seller agrees to repurchase from Buyer, on the date same Business Day of discovery, any Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on which any terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such notice is so giventerms prior to entering into such Transaction, including, without limitation, the “Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice Date”)and the related Confirmation, (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Custodian on such Notice Date, and, (iii) Seller with respect to all Mortgage Loans other than Wet Loansthe Transaction to which the Transaction Notice and Confirmation, deliver if any, relates. In the Mortgage File event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to Custodian the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts and Undocumented Loan Trust Receipts (each as defined in the Custodial Agreement) relating to the Loans. The original copies of each Aggregate Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: J▇▇▇▇▇▇▇ ▇▇▇▇ for the account of Greenwich Capital Markets, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to cover the cost to Buyer of purchasing and holding Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase such Loans or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (e) Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(e) must be received by Buyer and the computer tape relating to the Purchased Loans being repurchased under this Section 3(e) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (cf) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, each a Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Transaction. Buyer is otherwise notified by shall purchase the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset related Eligible Loans pursuant to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such dateprocedures set forth in Section 3(c). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dg) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give one (1) Business Day’s prior written notice thereof to Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(h) must be received by Buyer, and hold the computer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (h) [Reserved.] (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (b) a. Seller shall repurchase Purchased Loans Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists subsists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased LoanAsset. Seller is obligated to obtain the Purchased Loans Assets from Buyer or its designee (including the Custodian) at Seller’s 's expense on (or after) the related Repurchase Date. (c) b. Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, each Purchased Loan Asset that is repurchased by the Seller on the Repurchase Date occurring on the 25th day of each month (or, if such 25th day is not a Business Day, the immediately following Business Day) following the related Purchase Date (the day of the month so determined for each month, or any other date designated by Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; , provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (d) c. If Buyer locks in the rate of LIBOR at the request of Seller and Seller repurchases Purchased Loans Assets on any day which is not a the Repurchase Date for such Purchased Loansset forth in Section 3(b) above, Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this This Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans Assets subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer DBSP hereby agrees to (and Aspen and Newport may) enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer all Buyers and sold by all Sellers not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, (i) with respect to the purchase of Loans that are Dry Mortgage Loans, the applicable Seller shall give the related Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, purchase by delivering on the proposed purchase prior to 5:00 p.m. (11:00 a.m. New York City time) time one (1) Business Day prior to the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”)) (1) a Transaction Notice, (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Computer Tape to the related Buyer and Custodian on such Notice DateCustodian, and, and (iii2) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian for each Loan subject to such Transaction, and (ii) with respect to the purchase of Wet-Ink Mortgage Loans, prior to 11:00 a.m., New York City time, on the Business Day prior to the purchase of such Wet-Ink Mortgage Loans by a Buyer, the applicable Seller shall notify the related Buyer and the Disbursement Agent of an estimate of the Purchase Price of such Wet-Ink Mortgage Loans and such Seller shall give the related Buyer and the Custodian notice of any proposed purchase, prior to 4:00 p.m. New York City time on the proposed Purchase Date (also a “Notice Date”) and deliver a Transaction Notice, a Loan Schedule and a Computer Tape to the related Buyer and Custodian. In addition to other information provided on the applicable Notice Date, the applicable Seller or the related Originator, as applicable shall simultaneously deliver by electronic mail the applicable notice set forth herein as Exhibit C which shall be included in accordance with the Custodial AgreementTransaction Notice. (b) The related Seller shall repurchase Purchased Loans from the related Buyer on each related Repurchase DateDate for the price indicated in Section 15. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. The related Seller is obligated to obtain the Purchased Loans from the related Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) . Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the related Seller on the Repurchase Date shall automatically become subject to a new Transaction unless the related Buyer is otherwise notified by the related Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dc) If a Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased Loans, such Seller shall indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain or incur arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”)obtained, in each case for the remainder of the applicable 30 day periodperiod (“Breakage Costs”). The related Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the related Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. The provisions of this Section 3(d3(c) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase from Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Confirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any proposed purchaseconflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ for the account of Greenwich Capital Markets, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring the execution of a Transaction Notice and delivery of the Mortgage Files to the Custodian prior to the Purchase Date, with respect to all each Transaction involving a Wet Loan or an Undocumented Loan, Seller shall, in lieu of delivering the Mortgage LoansFiles with respect to Wet Loans and Undocumented Loans on such Purchase Date or date of substitution, (i) prior to 5:00 p.m. (New York City time) one on the related Business Day immediately preceding the Purchase Date or date of substitution, as applicable, deliver to the Custodian a Wet Loan Schedule or Undocumented Loan Schedule, as applicable, setting forth a list of all such Wet Loans or Undocumented Loans and cause the Custodian to deliver to Buyer a Wet Loan Trust Receipt or an Undocumented Loan Trust Receipt, as applicable, with respect thereto, and (1ii) Seller deliver the Mortgage Files to the Custodian and cause the Custodian to deliver a Dry Loan Trust Receipt to Buyer (by telecopier with hard copy to follow on the following Business Day) not later than the day that is ten (10) Business Days following the related Purchase Date or date of substitution, as applicable, with respect to each Wet Loan or Undocumented Loan. The original copies of such Wet Loan Trust Receipts, Undocumented Loan Trust Receipts and Dry Loan Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ for the account of Greenwich Capital Markets, telephone number (▇▇▇) ▇▇▇ ▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price. Seller acknowledges and agrees that the Purchase Price paid in connection with any servicing released Loans that are purchased in any Transaction includes a mutually negotiated premium allocable to the portion of such Purchased Loans that constitutes the related Servicing Rights. (e) With respect to each Additional Collateral Mortgage Loan sold to Buyer under this Agreement, the Seller hereby assigns to the Buyer its security interest in and to any related Additional Collateral, all of its rights in each related Additional Collateral Agreement and Additional Collateral Servicing Agreement, its right to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans. Seller acknowledges and agrees that any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Additional Collateral Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest with respect to each Additional Collateral Mortgage Loan on the property described therein and Seller has full right to pledge and assign the same to Buyer. (f) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the date on which any such notice is so given, relevant deposits referred to in the definition of “Notice Date”), LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to cover the cost to Buyer of purchasing and Custodian on such Notice Date, and, holding Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with respect a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to all Mortgage purchase Loans other than Wet hereunder, and Seller shall, at its option, either repurchase such Loans or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (bg) Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be received by Buyer and the computer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (ch) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, each a Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Transaction. Buyer is otherwise notified by shall purchase the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset related Eligible Loans pursuant to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such dateprocedures set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (di) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give one (1) Business Day’s prior written notice thereof to Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and hold the computer tape relating to the Purchased Loans being repurchased under this Section 3(i) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (j) [Reserved.] (k) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice of any or each Loan proposed purchaseto be included in such Transaction, with respect to all Mortgage Loans, prior to which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase from Buyer, on the date same Business Day of discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on which any terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such notice is so giventerms prior to entering into such Transaction, including, without limitation, the “Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice Date”)and the related Confirmation, (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Custodian on such Notice Date, and, (iii) Seller with respect to all Mortgage Loans other than Wet Loansthe Transaction to which the Transaction Notice and Confirmation, deliver if any, relates. In the Mortgage File event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to Custodian the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement. (b, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) Seller or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall repurchase Purchased Loans from deliver to Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior Purchase Date and such other dates as specified in the Custodial Agreement, one or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset more Trust Receipts relating to the Termination Date, and the provisions Loans. The original copies of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential Trust Receipt shall be settled in cash on each related Repurchase Datedelivered to JPMorgan Chase Bank at Four New York Plaza, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (d) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased LoansGround Floor, Seller shall indemnify Buyer and hold Buyer harmless from any lossesOutsourcing Department, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”)New York, in each case New York 10004, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ for the remainder account of the applicable 30 day periodGreenwich Capital Markets, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.24

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees may, from time to time in its sole discretion, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to enter into a Transaction by delivering on the proposed Purchase Notice Date (the date on which any such notice is so giveni) a Transaction Notice, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Electronic Data File to Buyer and Custodian on such Notice DateCustodian, and, and (iiiii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with for each Loan subject to such Transaction. Upon Buyer agreeing to enter into such proposed Transaction, Buyer shall promptly deliver to Seller a confirmation of such Transaction. Buyer shall have no obligation to purchase any Purchased Loans hereunder if, as a result of such purchase, the Custodial Agreementthen aggregate outstanding Purchase Price would exceed the Maximum Aggregate Purchase Price. It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility and the Buyer shall have no obligation to enter into any Transactions hereunder. (b) Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Seller may request that a Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless by delivering notice of such request to Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. Upon Buyer agreeing to enter into such proposed Transaction, Buyer shall promptly deliver to Seller a confirmation of such new Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (d) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased Loans, Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Loans Assets acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice substantially in the form of Exhibit D hereto or other form acceptable to Buyer in its sole discretion (a “Transaction Notice”), appropriately completed, to Buyer and an Asset Schedule to Buyer and Custodian; provided that in connection with any Transaction Notice, Seller shall be deemed to have made the certifications and representations and warranties set forth in Exhibit D hereto regardless of the form of such Transaction Notice and (ii) the Mortgage File to Custodian notice for each Loan (other than a Wet Loan) proposed to be included in such Transaction (whether or not such Loan is subject to a Participation Certificate), which, Transaction Notice, Asset Schedule and Mortgage File must be received no later than 12:00 p.m. (New York City time) on the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Asset Schedule in respect of the Assets that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. Following its receipt of a Transaction Notice, the Buyer shall deliver to the Seller, in electronic or other format, a “Confirmation” confirming the terms thereof prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date, all of which terms shall be as specified in the related Transaction Notice and the Program Documents. By entering into a Transaction with Buyer, Seller consents to the terms set forth in any proposed purchaserelated Confirmation. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Not later than 3:30 p.m. (New York City time) on each Business Day, the Custodian shall deliver to the Buyer, via Electronic Transmission acceptable to the Buyer, one or more Trust Receipts (with a Custodian Loan Transmission attached thereto) accompanied by an Exception Report, showing the status of all Mortgage LoansLoans then held by the Custodian, prior including but not limited to the Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(a) or 6(b) of the Custodial Agreement. The original copies of such Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ for the account of The Royal Bank of Scotland plc, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (i) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, the Security that is issued on the related Conversion Date (provided it is an Eligible Security) shall replace the Participation Certificate as the Purchased Asset, and from and after the Conversion Date, the Purchased Asset subject to such Transaction shall be the Purchased Security. For the avoidance of doubt, any Eligible Security that is issued with respect to the Eligible Loans underlying a Purchased Participation Certificate shall, on the Conversion Date, replace the Purchased Participation Certificate and automatically become subject to the Transaction to which the Purchased Participation Certificate was subject. (ii) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, if a Removal Date shall occur with respect to a Related Loan underlying such Purchased Participation Certificate, such Related Loan shall automatically become a Purchased Asset (other than Early Purchase Program Loan) on and after such Removal Date subject to such Transaction without any further act on the part of Seller or Buyer; provided that, such Related Loan shall meet the criteria set forth in the definition of “Eligible Loan”. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, not later than 5:00 p.m. (New York City time) one on the requested Purchase Date purchase the Assets (1insofar as such Assets are Eligible Assets) Business Day included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocable to the portion of such Purchased Assets that constitutes the related Servicing Rights. (e) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the date on which any such notice is so given, relevant deposits referred to in the definition of “Notice Date”), LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or (ii) deliver it becomes unlawful for Buyer to enter into Transactions with a Mortgage Loan Schedule Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Assets hereunder, and Seller shall, at its option, either repurchase such Assets or pay a Mortgage Loan Transmission Pricing Rate at a rate per annum as reasonably determined by Buyer taking into account the increased cost to Buyer of purchasing and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver holding the Mortgage File to Custodian in accordance with the Custodial AgreementAssets. (bf) Except as provided in Section 3(g), Seller shall repurchase repurchase, at the applicable Repurchase Price, the related Purchased Loans Assets from Buyer on each related Repurchase Date, against the Buyer’s re-transfer to the Seller of the related Purchased Assets. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased LoanAsset. Seller is obligated to obtain the Purchased Loans Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, on each related Repurchase Date, each Purchased Loan that is repurchased by the Seller on the Repurchase Date Asset shall automatically become subject to a new Transaction unless the Buyer is otherwise notified by the Seller not later than 11:00 a.m. New York City time at least one two (12) Business Day prior to any such Repurchase Date; provided that if Date (a “Rolled Transaction”). Buyer shall purchase the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset related Eligible Assets pursuant to the Termination Date, and the provisions of procedures set forth in this sentence as it might relate to a new Transaction shall expire on such dateSection 3(g). For each new Rolled Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If the Seller repurchases intends to repurchase any Purchased Loans Assets on any day which is not a Repurchase Date, the Seller shall give two (2) Business Days’ prior written notice thereof to the Buyer (if such repurchase is in an amount greater than $20,000,000) or by 2:00 p.m. (New York City time) on the date of the repurchase (in all other cases). If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid without any prepayment penalty. Such early repurchases shall be in an aggregate principal amount of at least $100,000. (i) On or prior to the Purchase Date for such Purchased Loansin respect of any Early Purchase Program Loan, Seller shall indemnify electronically transmit to the related Agency (and shall deliver to Buyer by overnight courier) a fully completed copy of (x) Form HUD 11705 (Schedule of Subscribers), (y) ▇▇▇▇▇▇ Mae Form 2014 (Delivery Schedule) or (z) a copy of ▇▇▇▇▇▇▇ Mac Form 381 (Contract Delivery Summary) and hold Buyer harmless from any lossesa copy of ▇▇▇▇▇▇▇ Mac Form 939 (Settlement and Information Multiple Registration Form)(each, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (an “Breakage CostsApplicable Agency Schedule”), as the case may be, designating the Buyer as the party authorized to receive the Related Security, executed by the Seller and relating to the Related Loans to be backed by such Related Security. (j) If any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) adopted after the date hereof or any change in each case the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject the Buyer to any tax of any kind whatsoever with respect to this Agreement or any Assets purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to the Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the remainder account of Transactions or extensions of credit by, or any other acquisition of funds by any office of the applicable 30 day periodBuyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; (iii) shall impose on the Buyer any other condition; and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Seller shall promptly pay the Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable thereafter incurred. If the Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which the Buyer or such corporation but for such adoption, change or compliance (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Buyer to be material, then from time to time, the Seller shall promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for such reduction. If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Seller of the event by reason of which it has become so entitled. Buyer shall deliver not be entitled to Seller a statement setting forth claim any additional amounts that arose more than ninety (90) days prior to the amount and basis of determination of date such notice is received by the Seller. A certificate as to any Breakage Costs in such detail as determined in good faith additional amounts payable pursuant to this subsection submitted by the Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction with Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Seller, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement). The original copies of such notice is so givenTrust Receipts shall be delivered to 5▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: N▇▇▇▇▇ ▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to Buyer and Custodian on such Notice Datethe Seller, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the written wire transfer instructions provided by Seller, the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the D▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the reemployment United States bank regulatory agencies relating to Basel III or the D▇▇▇-▇▇▇▇▇ Act; shall have the effect of funds obtained reducing the rate of return on Buyer’s or such corporation’s capital (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees may, from time to time in its sole discretion, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice substantially in the form of Exhibit D hereto (a "Transaction Notice"), appropriately completed, and a Loan Data Transmission to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice of any for each Loan proposed purchaseto be included in such Transaction, with respect to all Mortgage Loans, prior to which Transaction Notice and Loan Data Transmission must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan List in respect of the Eligible Loans that the Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, andPurchase Price, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (b) Seller shall repurchase Purchased Loans from Buyer on each related Pricing Rate and Repurchase Date. Each obligation Seller agrees to repurchase exists without regard immediately report to Custodian and the Buyer by facsimile transmission within one Business Day of discovery that any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Wet Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become were previously subject to a new Transaction unless did not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction, the Buyer is otherwise notified by shall deliver to the Seller at least one (1) Business Day Seller, in electronic or other format, a "Confirmation" specifying such terms prior to any entering into such Repurchase Date; provided that if Transaction, including, without limitation, the Repurchase Date so determined is later than the Termination Purchase Date, the Repurchase Date for such Transaction shall automatically reset to the Termination DatePurchase Price, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as therefor and the Repurchase Date. By entering into a Transaction with the Buyer, the Seller consents to the terms set forth in the Pricing Side Letter. (d) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for related Confirmation. Any such Purchased LoansConfirmation and the related Transaction Notice, Seller together with this Agreement, shall indemnify constitute conclusive evidence of the terms agreed to between Buyer and hold Buyer harmless from Seller with respect to the Transaction to which the Confirmation relates. In the event of any lossesconflict between this Agreement and a Confirmation, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder terms of the applicable 30 day periodConfirmation shall control with respect to the related Transaction. Buyer shall deliver to Seller a statement setting forth the amount It is acknowledged and basis of determination of agreed that, notwithstanding any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility and the repurchase of all Purchased Loans subject Buyer shall have no obligation to enter into any Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of this Agreement and the other Program Documents, Buyer hereby agrees shall, from time to time during the Revolving Period, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreedIn the event that Seller desires to enter into a Transaction hereunder, Seller shall give Buyer and Custodian notice of any proposed purchasedeliver to the Custodian, with respect a copy to all Mortgage LoansBuyer, prior to 5:00 p.m. (10:00 a.m., New York City time) one (1) , on the third Business Day prior to the proposed Purchase Date (the date on which any such notice is so givendate, the “Notice Date”), (ii) deliver a Mortgage Loan Transaction Notice. The Security Schedule and relating to a Mortgage Loan Transmission Transaction may be delivered prior to Buyer and Custodian on such but no later than the Notice Date, and, (iii) with respect and the Securities identified on the Security Schedule most recently delivered on or prior to all Mortgage Loans other than Wet Loans, deliver the Mortgage File date of the Transaction Notice shall be deemed to Custodian in accordance with be the Custodial AgreementSecurities Schedule for the related Transaction. An agreement to enter into a Transaction may not be entered into orally unless otherwise agreed to between a Seller and Buyer. (b) Prior to entering into such Transaction, Buyer shall deliver to Seller, by electronic or other format, a “Confirmation” specifying the terms of such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering into a Transaction with the Buyer, the related Seller consents to the terms set forth in the related Confirmation. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and the related Seller with respect to the Transaction to which the Confirmation relates. (c) The related Seller shall repurchase Purchased Loans Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a9(a) and (b9(b) have been satisfied, each Purchased Loan Asset that is repurchased by the related Seller on the 25th day of each month (or, if such 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least two (2) Business Days’ prior notice to Buyer, a “Repurchase Date Date”, which term shall also include any date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the related Seller at least one two (12) Business Day Days prior to any such Repurchase Date; , provided that if the new Repurchase Date so determined is later than the Termination Date, the new Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (x) the representations and warranties of each Seller and Guarantor in the Program Documents shall be true and correct as of the date of such new Transaction and (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, . This Agreement shall terminate on (and the Repurchase Date for all remaining outstanding Transactions subject to this Agreement shall be) the earlier to occur of: (a) the Termination Date; (b) the Early Termination Date; and (zc) at Buyer’s option, the Pricing Rate date an Event of Default shall be as set forth in the Pricing Side Letteroccur. (d) If In addition to the requirements set forth elsewhere in the Agreement, including the requirement that each Purchased Asset constitute an Eligible Asset, Buyer shall have no obligation to enter into any Transaction if (i) a Default, an Event of Default or an Event of Termination shall have occurred at any time during the term of this Agreement, (ii) as a result of such Transaction, the aggregate Purchase Price for all Transactions then outstanding under this Agreement would exceed the Maximum Aggregate Purchase Price at such time, or (iii) other than with respect to roll-over transactions pursuant to Section 3(c), the Revolving Period shall have expired. For the avoidance of doubt, subject to the terms and conditions contained in this Agreement, Sellers shall have the right to repurchase Purchased Assets and resell such Purchased Assets or other Assets to Buyer hereunder. (e) [Reserved] (f) On the Effective Date, Sellers shall file financing statements on Form UCC-1, in form and substance satisfactory to Buyer, in the appropriate jurisdictions’ recording offices, naming Buyer as “Secured Party” and each Seller repurchases as “Debtor” and describing the collateral as the Purchased Loans Assets (including all Call Rights and all other rights associated with or related to the Purchased Assets) and all proceeds thereof as set forth on a Security Schedule maintained by Buyer as secured party. (g) Not later than 10:00 a.m. (New York City time) on any day Purchase Date or the date of any substitution of Assets pursuant to Section 16, the related Seller shall (I) with respect to Eligible Assets that shall be delivered or held in definitive, certificated form, deliver to Buyer or, if so directed by Buyer, the Custodian the original of the relevant certificate with respect to the related Securities either (i) registered in the name of Buyer or (ii) if Buyer consents thereto in its sole discretion, in form suitable for transfer, with accompanying, duly executed (with a Medallion Guarantee with respect to the signatures thereon) instruments of transfer or appropriate instruments of assignment (including all Transfer Documents) executed in blank, transfer tax stamps, and any other documents or instruments necessary in the opinion of Buyer to effect and perfect a legally valid delivery of such security or other item of investment property to Buyer, (II) with respect to Eligible Assets that shall be delivered or held in uncertificated form and the ownership of which is registered on books maintained by the issuer thereof or its transfer agent, the Sellers shall cause the registration of such security or other item of investment property in the name of Buyer or the Custodian and at the request of the Buyer, shall take such other and further steps, and shall execute and deliver such documents or instruments necessary in the opinion of the 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 shall be delivered through a Relevant System in book entry form and credited to or otherwise held in an account, (i) the Sellers shall cause the giving of written instructions to the relevant financial institution or other entity, and shall provide a copy thereof to the 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, the Sellers shall execute and deliver such other and further documents or instruments necessary, in the reasonable opinion of the Buyer, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder and (iii) any account to which the Eligible Assets are credited or otherwise shall be designated “Greenwich Capital Financial Products, Inc. Account” or such variation thereon as the Buyer may direct. Unless otherwise instructed by Buyer, any delivery of a security or other item of investment property in definitive, certificated form shall be made to JPMorgan Chase Bank, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Outsourcing Department, ▇▇▇▇▇▇▇▇ ▇▇▇▇. Any delivery of a security in accordance with this subsection, or any other method acceptable to Buyer in its sole discretion, shall be sufficient to cause Buyer to have a perfected, first priority security interest in, and to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code of the State of New York) with respect to the Security. No Purchased Securities shall, whether certificated or uncertificated, (i) remain in the possession of any Seller, or (ii) remain in the name of any Seller or any of its agents, or in any account in the name of any Seller or any of its agents. In the event Buyer consents to delivery of any certificate representing one or more of Eligible Assets not a Repurchase Date for such Purchased Loansregistered in the name of Buyer, concurrently with the delivery thereof, (A) the Seller shall indemnify Buyer have (1) notified the Trustee in connection with the related securitization transaction of the pledge of the related Eligible Assets hereunder, and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from (2) instructed the reemployment of funds obtained by Buyer hereunder or from fees Trustee to pay all amounts payable to terminate the deposits from which such funds were obtained (“Breakage Costs”)holders of the Eligible Assets to an account specified by the Buyer, in each case for the remainder form of the applicable 30 day periodinstruction letter attached hereto as Exhibit F (the “Trustee Instruction Letter”) and (B) the Trustee shall have acknowledged in writing the instructions set forth in clause (A) above, and a copy of the fully executed Trustee Instruction Letter shall be delivered to the Buyer. Buyer shall deliver (i) apply all Income in respect of such Purchased Security pursuant to Seller a statement setting forth Section 7 and (ii) exercise all voting and corporate rights relating to such Purchased Security in accordance with Seller’s direction for so long as no Default, Event of Default or Event of Termination shall have occurred and be continuing; provided, however, that no vote shall be cast or corporate right exercised or other action taken which would impair, reduce the amount and basis value of determination or otherwise adversely affect the Purchased Securities or which would be inconsistent with or result in any violation of any Breakage Costs provision of this Agreement, any other Program Document or the Guaranty. Sellers hereby agree to pay all costs and expenses incurred by any party (including reasonable attorney’s fees and expenses) in connection with any such detail as determined registration in good faith the name of Buyer and any ultimate re-registration in the name of Seller, if applicable. Without the prior written consent of Buyer, no Seller will (i) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Purchased Assets, or (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Purchased Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iii) enter into any agreement or undertaking (other than pursuant to this Agreement) restricting the right or ability of any Seller or Buyer to be adequatesell, it being agreed that such statement and assign or transfer any of the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunderAssets.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction with Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Seller, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement). The original copies of such notice is so givenTrust Receipts shall be delivered to ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to Buyer and Custodian on such Notice Datethe Seller, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the written wire transfer instructions provided by Seller, the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction with Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Seller, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement). The original copies of such notice is so givenTrust Receipts shall be delivered to ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to Buyer and Custodian on such Notice Datethe Seller or the Seller’s designee, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the written wire transfer instructions provided by Seller, the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Sellers, enter into Transactions with an Sellers such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall give request that Buyer enter into a Transaction with a Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that such Seller propose to include in the related Transaction. Buyer shall notify Sellers of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Sellers a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Sellers to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Sellers, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consent to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Sellers with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 3▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: A▇▇▇ ▇▇▇▇▇▇▇ for the account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to the related Seller via wire transfer (pursuant to written wire transfer instructions provided by such Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Sellers acknowledge and agree that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (e) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the date on which any such notice is so given, relevant deposits referred to in the definition of “Notice Date”), LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and Custodian on such Notice Date, and, holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with respect a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to all Mortgage purchase Loans other than Wet hereunder, and Sellers shall, at their option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (bf) Seller Sellers shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is Sellers are obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s Sellers’ expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Sellers shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased Sellers intend to repurchase any Loans on any day which is not a Repurchase Date Date, Sellers shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Sellers shall promptly to pay Buyer such additional amount or amounts as will compensate Buyer for such Purchased Loans, Seller increased cost or reduced amount receivable thereafter incurred. If Buyer shall indemnify have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer and hold or any corporation controlling Buyer harmless with any request or directive regarding capital adequacy (whether or not having the force of law) from any lossesGovernmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, costs and/or expenses which Buyer may sustain whether such compliance is commenced prior to or incur arising after the date hereof, any of (a) Basel III or (b) the D▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the reemployment United States bank regulatory agencies relating to Basel III or the D▇▇▇-▇▇▇▇▇ Act; shall have the effect of funds obtained reducing the rate of return on Buyer’s or such corporation’s capital (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then from time to time, Sellers shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Sellers of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to a Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled. The provisions A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to a Seller shall be conclusive in the absence of this Section 3(dmanifest error. (k) shall survive termination of this Agreement and the repurchase of all Purchased With respect to Loans subject to Transactions hereunder.Transactions, a Seller may, from time to time, by providing a Transaction Notice to Buyer, notify Buyer of its intention to transfer its rights and obligations with respect to one or more Purchased Loans to the other Seller. In connection with any such transfer, the transferring Seller shall repurchase the related Loan(s) from Buyer, and simultaneously with such transfer, the other Seller shall sell such Loan(s)

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees to the Buyers may enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer all Buyers not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, (i) with respect to the purchase of Loans that are Dry Mortgage Loans, Seller shall give the related Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, purchase by delivering on the proposed purchase prior to 5:00 p.m. (11:00 a.m. New York City time) one time two (12) Business Day Days prior to the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”)) (A) a Transaction Notice, (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Computer Tape to the related Buyer and Custodian on such Notice DateCustodian, and, and (iiiB) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian for each Loan subject to such Transaction, and (ii) with respect to the purchase of Wet-Ink Mortgage Loans, prior to 3:00 p.m., New York City time, on the Business Day prior to the purchase of such Wet-Ink Mortgage Loans by a Buyer, Seller shall notify the related Buyer of an estimate of the Purchase Price of such Wet-Ink Mortgage Loans and Seller shall give the related Buyer and Custodian notice of any proposed purchase and shall deliver a Transaction Notice, a Loan Schedule, a Computer Tape and the Escrow Letter to the related Buyer, the Disbursement Agent and Custodian, each in accordance with the applicable delivery times specified in the Custodial AgreementAgreement and the Disbursement Agreement (also, a “Notice Date”). In addition to other information provided on the applicable Notice Date, Seller or Guarantor, as applicable shall simultaneously deliver by electronic mail the applicable notice set forth in Exhibit A to the Master Loan Sale Agreement which shall be included in the Transaction Notice. (b) Seller shall repurchase Purchased Loans from the related Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from the related Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) . Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, the Seller may request that each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless by delivering notice of such request to the related Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dc) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased Loans, Seller shall indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain or incur arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”)obtained, in each case for the remainder of the applicable 30 day periodperiod (“Breakage Costs”). The related Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the related Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d3(c) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase from Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Confirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any proposed purchaseconflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: J▇▇▇▇▇▇▇ ▇▇▇▇ for the account of Greenwich Capital Markets, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring the execution of a Transaction Notice and delivery of the Mortgage Files to the Custodian prior to the Purchase Date, with respect to all each Transaction involving a Wet Loan or an Undocumented Loan, Seller shall, in lieu of delivering the Mortgage LoansFiles with respect to Wet Loans and Undocumented Loans on such Purchase Date or date of substitution, (i) prior to 5:00 p.m. (New York City time) one on the related Business Day immediately preceding the Purchase Date or date of substitution, as applicable, deliver to the Custodian a Wet Loan Schedule or Undocumented Loan Schedule, as applicable, setting forth a list of all such Wet Loans or Undocumented Loans and cause the Custodian to deliver to Buyer a Wet Loan Trust Receipt or an Undocumented Loan Trust Receipt, as applicable, with respect thereto, and (1ii) Seller deliver the Mortgage Files to the Custodian and cause the Custodian to deliver a Dry Loan Trust Receipt to Buyer (by telecopier with hard copy to follow on the following Business Day) not later than the day that is ten (10) Business Days following the related Purchase Date or date of substitution, as applicable, with respect to each Wet Loan or Undocumented Loan. The original copies of such Wet Loan Trust Receipts, Undocumented Loan Trust Receipts and Dry Loan Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: J▇▇▇▇▇▇▇ ▇▇▇▇ for the account of Greenwich Capital Markets, telephone number (▇▇▇) ▇▇▇ ▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price. Seller acknowledges and agrees that the Purchase Price paid in connection with any servicing released Loans that are purchased in any Transaction includes a mutually negotiated premium allocable to the portion of such Purchased Loans that constitutes the related Servicing Rights. (e) With respect to each Additional Collateral Mortgage Loan sold to Buyer under this Agreement, the Seller hereby assigns to the Buyer its security interest in and to any related Additional Collateral, all of its rights in each related Additional Collateral Agreement and Additional Collateral Servicing Agreement, its right to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans. Seller acknowledges and agrees that any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Additional Collateral Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest with respect to each Additional Collateral Mortgage Loan on the property described therein and Seller has full right to pledge and assign the same to Buyer. (f) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the date on which any such notice is so given, relevant deposits referred to in the definition of “Notice Date”), LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to cover the cost to Buyer of purchasing and Custodian on such Notice Date, and, holding Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with respect a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to all Mortgage purchase Loans other than Wet hereunder, and Seller shall, at its option, either repurchase such Loans or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (bg) Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be received by Buyer and the computer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (ch) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, each a Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Transaction. Buyer is otherwise notified by shall purchase the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset related Eligible Loans pursuant to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such dateprocedures set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (di) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give one (1) Business Day’s prior written notice thereof to Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and hold the computer tape relating to the Purchased Loans being repurchased under this Section 3(i) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (j) [Reserved.] (k) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer Assets at any one time subject to Transactions hereunder not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering or causing to be delivered (A) in the case of any Dry Loans or any Undocumented Loans (other than any Dry Loans or Undocumented Loans that are Correspondent Loans), (i) a Transaction Notice, appropriately completed, and an Asset Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian notice for each Loan proposed to be included in such Transaction (whether or not such Loan is subject to a Participation Certificate), which Transaction Notice and Asset Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date, (B) in the case of any Correspondent Loans, (i) a Transaction Notice, appropriately completed, and an Asset Schedule to Buyer, Custodian and Disbursement Agent and a Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller, to the Buyer, and (ii) the Mortgage File to Custodian for each Loan proposed purchaseto be included in such Transaction, which Transaction Notice, Asset Schedule and Correspondent Seller Releases must be received no later than 11:00 a.m. (New York City time) on the requested Purchase Date or (C) in the case of any Wet Loans, (i) a Transaction Notice, appropriately completed, and an Asset Schedule to Buyer, Custodian and Disbursement Agent, and (ii) the Mortgage File to Custodian for each Loan proposed to be included in such Transaction. The Transaction Notice and Asset Schedule relating to any AM Funded Wet Loan must be received by no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. The Asset Schedule relating to any PM Funded Wet Loan must be received by no later than 9:00 a.m. (New York City time) and the Transaction Notice relating to any PM Funded Wet Loan must be received by no later than 11:00 a.m. (New York City time), in each case on the requested Purchase Date. Each Transaction Notice and the Asset Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction shall clearly indicate those Loans that are intended to be Undocumented Loans (other than Correspondent Loans), AM Funded Wet Loans, PM Funded Wet Loans, Dry Loans (other than Correspondent Loans) or Correspondent Loans (separately identifying Correspondent Loans that are Dry Loans and Correspondent Loans that are Undocumented Loans). Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase from Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Confirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and any Confirmation, the terms of such Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Applicable Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans (other than Correspondent Loans), Wet Loans, Dry Loans (other than Correspondent Loans) and Correspondent Loans (including whether such Correspondent Loans are Dry Loans or Undocumented Loans) subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the Applicable Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Applicable Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Applicable Custodial Agreement, one or more Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the account of The Royal Bank of Scotland plc, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring the execution of a Transaction Notice and delivery of the Mortgage Files to the Custodian prior to the Purchase Date, with respect to all each Transaction involving a Wet Loan or an Undocumented Loan (including any Correspondent Loan that is an Undocumented Loan), Seller shall, in lieu of delivering the Mortgage Loans, Files with respect to such Wet Loans and Undocumented Loans on such Purchase Date or date of substitution: (i) prior to 5:00 p.m. (New York City time) one (1) on the Business Day prior immediately preceding the related Purchase Date or date of substitution of any Undocumented Loans (other than any Correspondent Loans), deliver to the proposed Purchase Date Custodian an Undocumented Asset Schedule setting forth a list of all such Undocumented Loans and cause the Custodian to deliver to Buyer, by no later than 6:00 p.m. (New York City time) on such preceding Business Day, a Notice of Intent to Issue Trust Receipt with respect thereto in accordance with the date on which any such notice is so given, the “Notice Date”)Custody Agreement, (ii) prior to 11:00 a.m. (New York City time) on the related Purchase Date or date of substitution of any Undocumented Loans that are Correspondent Loans, deliver to the Custodian a Correspondent Asset Schedule setting forth a list of all such Undocumented Loans that are Correspondent Loans and cause the Custodian to deliver to Buyer, by no later than 1:00 p.m. (New York City time) on such Business Day, a Notice of Intent to Issue Trust Receipt with respect thereto in accordance with the Custody Agreement, (iii) prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the related Purchase Date or date of substitution of any AM Funded Wet Loans deliver to the Custodian a Wet Loan Schedule, setting forth a list of all such AM Funded Wet Loans and cause the Custodian to deliver to Buyer, by no later than 6:00 p.m. (New York City time) on such preceding Business Day, a Notice of Intent to Issue Trust Receipt, with respect thereto, in accordance with the Custody Agreement, (iv) prior to 9:00 a.m. (New York City time) on the Purchase Date or date of substitution of any PM Funded Wet Loans deliver to the Custodian a Wet Loan Schedule setting forth a list of all such PM Funded Wet Loans and cause the Custodian to deliver to Buyer by no later than 11:00 a.m. (New York City time) on such Purchase Date a Notice of Intent to Issue Trust Receipt with respect thereto, in accordance with the Custody Agreement, and (v) in each case, deliver the Mortgage Files to the Custodian and cause the Custodian to deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Trust Receipt to Buyer (by telecopier with hard copy to follow on the following Business Day) not later than the day that is ten (10) Business Days following the related Purchase Date or date of substitution, as applicable, indicating that such Wet Loan or Undocumented Loan has converted to a Dry Loan, in accordance with the procedures set forth in the Custody Agreement. The original copies of such Trust Receipts shall be delivered to JPMorgan Chase Bank at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the account of The Royal Bank of Scotland plc, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), provided no Default, Event of Default or Event of Termination shall have occurred and Custodian be continuing, and provided all conditions precedent set forth in Section 3 and in Sections 9(a) and 9(b) have been met, (i) with respect to Dry Loans or Undocumented Loans (other than any Dry Loans or Undocumented Loans that are Correspondent Loans), by 6:00 p.m. (New York City time) on such Notice the Business Day preceding the requested Purchase Date, and(ii) with respect to AM Funded Wet Loans, by 6:00 p.m. (New York City time) on the Business Day preceding the requested Purchase Date, (iii) with respect to all Mortgage Loans other than PM Funded Wet Loans, deliver by 11:00 a.m. (New York City Time) on the Mortgage File requested Purchase Date or (iv) with respect to Custodian Correspondent Loans, by 1:00 p.m. on the requested Purchase Date, Buyer shall purchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to Wire Instructions provided by Seller to Buyer and, in the case of any Wet Loans or Correspondent Loans, to Disbursement Agent, on or prior to such Purchase Date), the Purchase Price. Buyer shall pay such Purchase Price (i) with respect to Dry Loans or Undocumented Loans (other than any Dry Loans or Undocumented Loans that are Correspondent Loans), not later than 2:00 p.m. (New York City time) on the requested Purchase Date, (ii) with respect to AM Funded Wet Loans, not later than 9:00 a.m. (New York City time) on the requested Purchase Date, (iii) with respect to PM Funded Wet Loans, not later than 11:30 a.m. (New York City time) on the requested Purchase Date and (iv) with respect to Correspondent Loans, not later than 3:00 p.m. on the requested Purchase Date. Purchases of Wet Loans and Correspondent Loans shall be consummated in accordance with the Custodial procedures set forth in the Disbursement Agent Agreement. (be) [Reserved]. (f) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to cover the cost to Buyer of purchasing and holding Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Assets hereunder, and Seller shall, at its option, either repurchase such Assets or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Assets. (g) Seller shall repurchase Purchased Loans Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased LoanAsset. Seller is obligated to obtain the Purchased Loans Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be received by Buyer and the computer tape relating to the Purchased Assets being repurchased under this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (ch) Provided that the applicable conditions in Sections 10(a9(a) and (b9(b) have been satisfied, each a Purchased Loan Asset that is repurchased by the Seller on the Repurchase Date shall automatically shall, without further action on the part of Buyer or Seller, become subject to a new Transaction unless Transaction. Buyer is otherwise notified by shall purchase the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset related Eligible Assets pursuant to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such dateprocedures set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (di) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give one (1) Business Day’s prior written notice thereof to Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, which amount shall include the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and hold the computer tape relating to the Purchased Assets being repurchased under this Section 3(i) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (j) [Reserved.] (k) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Assets purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising from maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that the reemployment adoption of funds obtained or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer hereunder or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from fees payable any Governmental Authority made subsequent to terminate the deposits from which date hereof shall have the effect of reducing the rate of return on Buyer’s or such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller corporation’s capital as a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method consequence of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject obligations hereunder to Transactions hereunder.a level below that which Buyer or such corporation but for such

The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility, and Purchaser shall have no obligation to enter into any Transactions hereunder. (b) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees to Purchaser may enter into Transactions with an aggregate provided, that the Aggregate MRA Purchase Price for Price, inclusive of all Purchased Assets and all Eligible Mortgage Loans acquired by Buyer proposed to be sold in such Transaction shall not to exceed exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the aggregate Asset Base. of all Purchased Assets and all Eligible Mortgage Loans, inclusive of all Purchased Assets and all Eligible Mortgage Loans proposed to be sold in such Transaction.49 (c) Unless otherwise agreed, if Seller shall give Buyer and Custodian notice of any proposed purchase, wishes to request that Purchaser enter into a Transaction with respect to all one or more Eligible Mortgage Loans, prior then Seller shall deliver a Prefunding Request to 5:00 Purchaser and Disbursement Agent no later than 5:30 p.m. (New York City time) one (1) on the Business Day prior to the proposed requested Purchase Date, which Prefunding Request shall specify the amount that Seller requests Buyer to fund on the related Purchase Date (the date on which any such notice is so givenamount, the “Notice DatePrefunded Amount”). By submitting the Prefunding Request, (ii) deliver a Mortgage Loan Schedule Seller shall be deemed to have represented that all conditions precedent to the Transactions expected to occur the following day have been satisfied and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, and, (iii) with respect to that all Mortgage Loans other to be purchased will be Eligible Mortgage Loans. If all such conditions precedent are satisfied, then no later than Wet Loans9:30 am (New York City time), deliver on the Purchase Date, Purchaser shall remit the Prefunded Amount to the Disbursement Account. Remitting the Prefunded Amount to the Disbursement Account shall not constitute a purchase, nor an agreement to purchase, any Mortgage File to Custodian in accordance with the Custodial AgreementLoan. (bd) Once a Prefunding Request has been submitted, Seller shall repurchase Purchased may request that Purchaser actually purchase Eligible Mortgage Loans from Buyer by submitting Seller Mortgage Loan Schedules to Purchaser and Custodian. Seller may submit up to eight (8) Seller Mortgage Loan Schedules at any time after the submission of the Prefunding Request until 4:00 p.m. (New York City time) on each related Repurchase the Purchase Date. Each obligation By submitting a Seller Mortgage Loan Schedule, Seller hereby agrees that it shall be deemed to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loanhave made all of the representations and warranties set forth in the form of Transaction NoticeRepresentations attached as Exhibit C hereto. Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) at Upon Seller’s expense on (or afterrequest to enter 49 Section 3(b) the related Repurchase Date. (c) Provided that the applicable was amended by Amendment No. 1, dated as of September 24, 2021. into a Transaction pursuant to Section 3(d), if all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been satisfiedmet, each Purchased Loan that is repurchased by the Seller and if all Mortgage Loans to be purchased are Eligible Mortgage Loans, and if no Default or Event of Default shall have occurred and be continuing, then, on the Repurchase Date shall automatically become subject requested Purchase Date, Purchaser may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by instructing the Disbursement Agent to a new Transaction unless Buyer is otherwise notified by disburse the Seller at least one Initial Purchase Price in accordance with the Disbursement Agreement. On each Purchase Date, no later than 4:45 p.m. (1) New York City time), if any of the Prefunding Amount from the Business Day prior to such Purchase Date remain with the Disbursement Agent, the Disbursement Agent shall remit such remainder to Purchaser.50 (e) In order for any Eligible Mortgage Loan to be considered not a Wet-Ink Mortgage Loan, the complete Mortgage File for such Repurchase Date; provided that if Mortgage Loan must be received by the Repurchase Date so determined is Custodian no later than 5:00 p.m. (New York City time) on the Business Day before the Purchase Date. (f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential)Outstanding Purchase Price pursuant to Section 3(g) during the prior calendar month.51 (g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date for such Transaction shall automatically reset to and (1) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential)Outstanding Purchase Price together with any other Obligations then due and payable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the provisions related Purchased Assets..52 (h) If Agent determines in its reasonable discretion that any Change in Law (except a Change in Law with regard to Indemnified Taxes and Excluded Taxes, which is governed solely by Section 8) has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this sentence Agreement as it might relate a consequence of such Change in Law, then from time to time Seller will compensate Purchaser or ▇▇▇▇▇▇▇▇▇’s Affiliate, as applicable, for such reduced rate of return suffered as a new Transaction consequence of such Change in Law on terms similar to those imposed by Purchaser. The Purchaser shall expire on provide Seller with notice of any 50 Section 3(d) was amended by Amendment No. 1, dated as of September 24, 2021. 51 Section 3(f) was amended by Amendment No. 1, dated as of September 24, 2021. 52 Section 3(g) was amended by Amendment No. 1, dated as of September 24, 2021. such dateChange in Law. For each new TransactionFurther, unless otherwise agreedif due to the introduction of, any change in, or the compliance by Purchaser with (yi) any eurocurrency reserve requirement, or (ii) the accrued and unpaid Price Differential interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be settled an increase in cash on each related Repurchase Datethe cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Indemnified Taxes or Excluded Taxes, which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and (z) the Pricing Rate such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with notice as set forth to any such Change in the Pricing Side LetterLaw or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof. (di) If Seller repurchases To the extent that the Asset Base for any Purchased Loans on any day which Mortgage Loan is not a Repurchase Date greater than the Outstanding Purchase Price for such Purchased LoansMortgage Loan, Seller shall indemnify Buyer may request (such request, an “Incremental Purchase Price Request”) that Purchaser transfer an additional purchase price amount less than or equal to the positive difference between the Asset Base and hold Buyer harmless from any lossesthe Outstanding Purchase Price for such Purchased Mortgage Loan (each such additional purchase price amount, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (an “Breakage CostsIncremental Purchase Price”), in each case for the remainder . Each Incremental Purchase Price Request and Purchaser’s transfer of the applicable 30 day period. Buyer Incremental Purchase Price shall deliver to Seller constitute a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of Transaction under this Agreement and the repurchase of all Purchased Loans will be subject to Transactions hereunder.all conditions precedent and other terms required to be satisfied prior to execution of each such Transaction under this Agreement. In connection with each Incremental Purchase Price Request, Seller may direct Purchaser to transfer the applicable Incremental Purchase Price in full or in part to reduce the Exposure that is a positive number under the other Relevant Master Agreements identified under the Master Netting Agreement; provided however that pursuant to Section 4.2 and Section 4.3 of the Master Netting Agreement, Barclays in its capacity as the Designated Barclays Entity under the Master Netting Agreement shall have the right to require Seller to transfer all or a portion of the Incremental Purchase Price to reduce the Exposure that is a positive under the other Relevant Master Agreements identified under the Master Netting Agreement, to zero.53

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) a Transaction Notice (which shall clearly indicate those Loans that are intended to be Wet or Dry Loans) substantially in the form of Exhibit D hereto (a “Transaction Notice”), appropriately completed, and a Loan Schedule to Buyer and the Custodian, and (ii) the Mortgage File to the Custodian notice of any for each Loan (other than Wet Loans) proposed purchaseto be included in such Transaction, with respect to all Mortgage Loans, prior to which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, andPurchase Price, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (b) Seller shall repurchase Purchased Loans from Buyer on each related Pricing Rate and Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain In the Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided event that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the Seller parties hereto desire to enter into a Transaction on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later terms other than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in this Agreement and the Pricing Side Letter. (d) If Seller repurchases Purchased Loans on any day which is not a Repurchase Date for such Purchased LoansTransaction Notice, Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller a statement setting consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the amount related Confirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and basis of determination Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of conflict between this Agreement and a Confirmation, the repurchase terms of all Purchased Loans subject the Confirmation shall control with respect to Transactions hereunderthe related Transaction.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall from time to time as requested by a Seller, enter into Transactions with an such Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. . (b) Unless otherwise agreed, a Seller shall give request that Buyer enter into a Transaction with a Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that such Seller propose to include in the related Transaction. Buyer shall notify Sellers of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Sellers a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Sellers to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Sellers, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consent to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Sellers with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ for the account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to the related Seller via wire transfer (pursuant to written wire transfer instructions provided by such Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Sellers acknowledge and agree that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (e) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the date on which any such notice is so given, relevant deposits referred to in the definition of “Notice Date”), LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and Custodian on such Notice Date, and, holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with respect a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to all Mortgage purchase Loans other than Wet hereunder, and Sellers shall, at their option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (bf) Seller Sellers shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is Sellers are obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s Sellers’ expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Sellers shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased Sellers intend to repurchase any Loans on any day which is not a Repurchase Date Date, Sellers shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Sellers shall promptly to pay Buyer such additional amount or amounts as will compensate Buyer for such Purchased Loans, Seller increased cost or reduced amount receivable thereafter incurred. If Buyer shall indemnify have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer and hold or any corporation controlling Buyer harmless with any request or directive regarding capital adequacy (whether or not having the force of law) from any losses, costs and/or expenses Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer may sustain or incur arising from the reemployment of funds obtained such corporation (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Sellers shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Sellers of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to a Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d. (k) shall survive termination of this Agreement and the repurchase of all Purchased With respect to Loans subject to Transactions hereunder.Transactions, a Seller may, from time to time, by providing a Transaction Notice to Buyer, notify Buyer of its intention to transfer its rights and obligations with respect to one or more Purchased Loans to the other Seller. In connection with any such transfer, the transferring Seller shall repurchase the related Loan(s) from Buyer, and simultaneously with such transfer, the other Seller shall sell such Loan(s)

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction with Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $500,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Seller, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to Loans. The original copies of such Trust Receipts shall be delivered to Buyer at ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the account of Citibank, N.A., telephone number [***], as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to Seller or Seller’s designee, via wire transfer in accordance with the terms of the Custodial Agreement and the written wire transfer instructions provided by Seller, the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (e) Anything herein to the contrary notwithstanding, if, on or prior to the proposed Purchase Date determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, within ten (10) days from the receipt of notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. In the event Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Seller shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Seller with respect to any period after the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule payment and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreementtermination become effective. (bf) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a) and (bSection 9(b) have been satisfiedsatisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, costs and/or expenses Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans hereunder, and Seller shall, at its option, within ten (10) days from the reemployment receipt of funds obtained notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable. In the event Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Seller shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Seller with respect to any period after the date on which such payment and termination become effective. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or from fees payable such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans hereunder, and Seller shall, at its option, within ten (10) days from the receipt of notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof. In the event Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Seller shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Seller with respect to any period after the date on which such payment and termination become effective. (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller and showing, in reasonable detail, how the method of its calculation shall be adequate and amount was calculated, shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction with Seller by delivering (i) to Buyer and Custodian notice a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice), and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Purchase Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any proposed purchaseother terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Purchase Notice delivered by Buyer to Seller, the terms of the related Purchase Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Purchase Notice, the terms of such Purchase Notice shall control to the extent that the Purchase Notice notes such conflict and specifies that the Purchase Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Purchase Notice. The Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement). The original copies of such notice is so givenTrust Receipts shall be delivered to ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Purchase Notice by transferring to Buyer and Custodian on such Notice Datethe Seller or the Seller’s designee, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the written wire transfer instructions provided by Seller, the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights in connection with any Loan. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, costs and/or expenses modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer may sustain deems to be material, of effecting or incur arising maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred. If Buyer shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the reemployment United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act; shall have the effect of funds obtained reducing the rate of return on Buyer’s or such corporation’s capital (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to Seller a statement setting forth the an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. (j) If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of the Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that the Buyer enter into a Transaction by delivering (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice) and (iii) to the Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to **** on each day that there is a Transaction), Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Funding Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any other terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by the Seller to the Buyer and Custodian notice and the terms set forth in the related Funding Notice delivered by the Buyer to the Seller, the terms of the related Funding Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any proposed purchaseFunding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with the Buyer, Seller consents to the terms set forth in the related Funding Notice. The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and the Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, the Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, the Custodian will be required to deliver to the proposed Purchase Date (Buyer, via Electronic Transmission acceptable to the date on which any such notice is so givenBuyer, the “Notice Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by the Custodian, including but not limited to the Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, the Custodian will be required to deliver to the Buyer, on each Purchase Date”, one or more Trust Receipts (as defined in the Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such Trust Receipts shall be delivered to ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ for the account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for the Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Funding Notice by transferring to Buyer and Custodian on such Notice Datethe Disbursement Account, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the terms of Section 11 of the Custodial Agreement (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate: (i) the Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) the Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBOR Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchase and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBOR Base Rate; then the Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall be under no obligation to purchase Loans hereunder, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by the Buyer taking into account the increased cost to the Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Default shall have occurred and be continuing, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless the Buyer is otherwise notified by the Seller not later than 11:00 a.m. New York City time at least one two (12) Business Day Days prior to any such Repurchase Date; provided that if . In such event, the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give two (2) Business Days’ prior written notice thereof to the Buyer by 2:00 p.m. (New York City time) on the date of repurchase in all other cases. If such notice is given, the Repurchase Price specified in such notice shall be due and hold payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by the Buyer harmless with any request or directive (whether or not having the force of law) from any lossescentral bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject the Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to the Buyer in respect thereof; (ii) shall impose, costs and/or expenses which Buyer may sustain modify or incur arising from hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the reemployment account of Transactions or extensions of credit by, or any other acquisition of funds obtained by any office of the Buyer which is not otherwise included in the determination of the LIBOR Base Rate hereunder; or (iii) shall impose on the Buyer any other condition; and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”)in respect thereof, then, in each case any such case, Seller shall promptly pay the Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable thereafter incurred. If the remainder of the applicable 30 day period. Buyer shall deliver have determined that the adoption of or any change in any Requirement of Law (other than with respect to Seller any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a statement setting forth consequence of its obligations hereunder to a level below that which the Buyer or such corporation (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by the Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for such reduction. If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. Buyer and Seller agree that the Purchased Loans transferred to Buyer in any Transaction hereunder may include Eligible Loans which are Wet Loans (subject to any applicable sub-limits regarding Wet Loans set forth herein or any Program Document; provided that in any event such sub-limit regarding Wet Loans shall not be less than [***] in the aggregate). All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, Seller shall give request that Buyer enter into a Transaction by delivering (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice) and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Funding Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any other terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian notice and the terms set forth in the related Funding Notice delivered by Buyer to Seller, the terms of the related Funding Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any proposed purchaseFunding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, Seller consents to the terms set forth in the related Funding Notice. The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to all Mortgage Loansthe Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 5:00 2:00 p.m. (New York City time) one (1) on any Business Day prior on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the proposed Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date Date, one or more Trust Receipts (as defined in the date on which any Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such notice is so givenTrust Receipts shall be delivered to ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ for the “Notice Date”account of Citibank, N.A., telephone number (▇▇▇) ▇▇▇-▇▇▇▇, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (iib) deliver a Mortgage Loan Schedule have been met, and a Mortgage Loan Transmission provided no Default shall have occurred and be continuing, purchase the Eligible Loans included in the related Funding Notice by transferring to Buyer and Custodian on such Notice Datethe Disbursement Account, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian via wire transfer in accordance with the terms of Section 11 of the Custodial Agreement (pursuant to written wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date and not later than the related time set forth in the Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of such Purchased Loans that constitutes the related Servicing Rights. (be) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines in its reasonable discretion that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines in its reasonable discretion that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Loans hereunder in the event of (iii) above, and Seller shall, at its option, either repurchase the Purchased Loans then subject to a Transaction or pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Loans. (f) Seller shall repurchase the related Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (cg) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfiedsatisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by Transaction. In such event, the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the related Repurchase Date so determined is later than the Termination Date, the Repurchase Date for on which such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate becomes subject to a new Transaction shall expire on become the “Purchase Date” for such dateTransaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dh) If Seller repurchases Purchased intends to repurchase any Loans on any day which is not a Repurchase Date for such Purchased LoansDate, Seller shall indemnify give prior written notice thereof to Buyer by 3:00 p.m. (New York City time) on the date of repurchase. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (i) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer, in its reasonable discretion, deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred; provided that in the case of subclause (iii) above, (x) Buyer shall provide Seller with thirty (30) days prior notice before Seller is obligated to pay such additional amount or amounts to Buyer and hold Buyer harmless from any losses(y) in lieu of paying such additional amount or amounts following its receipt of such notice, costs and/or expenses which Buyer Seller may sustain or incur arising from the reemployment of funds obtained by Buyer repurchase all Purchased Loans hereunder or from fees payable to terminate the deposits from which within such funds were obtained thirty (“Breakage Costs”), in each case for the remainder of the applicable 30 30) day period. If Buyer shall deliver have determined that the adoption of or any change in any Requirement of Law (other than with respect to Seller any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a statement setting forth the consequence of its obligations hereunder to a level below that which Buyer or such corporation (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount and basis of determination of any Breakage Costs in such detail as determined in good faith deemed by Buyer to be adequatematerial, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it being agreed that such statement and shall promptly notify Seller of the method event by reason of its calculation shall be adequate and which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive and binding upon Seller, absent in the absence of manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject 1. On or before the Initial Purchase Date, each Originator will sell or contribute to Seller, pursuant to the terms Sale and conditions Contribution Agreement, all of such Originator’s right, title and interest in and to all of the Program Documents, Buyer hereby agrees to enter into Transactions with an aggregate Transferred Receivables owned by such Originator as of the close of business on the business day immediately preceding such Initial Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase PriceDate. Unless otherwise agreed, Seller shall give Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date (After the date on which any hereof, each Originator may from time to time sell or contribute to Seller all of such notice is so givenOriginator’s right, title and interest in and to additional Transferred Receivables. Each Originator will sell or contribute the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission Transferred Receivables to Buyer and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian Seller only in accordance with the Custodial Sale and Contribution Agreement. All actions required under the Uniform Commercial Code as in effect in each applicable jurisdiction to perfect and continue the perfection of the ownership interest of Seller in and to the Transferred Receivables have been and will be duly made. 2. The Transferred Receivables will be sold to Seller or contributed to the capital of Seller, as the case may be, by the Originators without recourse on account of credit problems of obligors under the Transferred Receivables (b“Obligors”) and without any warranty of collectibility or any other warranty as to the ability of Obligors to make payments on the Transferred Receivables. As set forth in Section 2.06 of the Sale and Contribution Agreement, the parties thereto intend that the transfer of the Transferred Receivables pursuant to the Sale and Contribution Agreement constitute an irrevocable and absolute sale or capital contribution thereof. 3. Pursuant to the Sale and Contribution Agreement, each Originator represents and warrants, among other things, that it will possess title to each of those Transferred Receivables immediately prior to such sale, free and clear of any adverse claims. 4. Pursuant to the Guaranty (as that term is defined in Exhibit A), GI Originator will unconditionally and irrevocably guaranty the full and timely performance of the obligations required to be performed by GCI Originator and GLCC Originator under the Transaction Documents. 5. Pursuant to the Sale and Contribution Agreement and the Tax Indemnification Agreement (as that term is defined in Exhibit A), each Originator will indemnify Seller shall repurchase Purchased Loans from Buyer against certain claims; but that indemnification has not, does not and will not include any indemnification that has the effect of recourse to the Originators for nonpayment of any Transferred Receivable originated by any Originator due to credit problems, bankruptcy or insolvency of the Obligor on each related Repurchase the Transferred Receivable. 6. The consideration received and to be received by the Originators on account of the transfer of the Transferred Receivables pursuant to the Sale and Contribution Agreement constitutes reasonably equivalent value and fair consideration. As consideration for Transferred Receivables transferred by the Originators to Seller on the Initial Purchase Date or any Daily Settlement Date, Seller will pay an amount equal to the fair market value of such Transferred Receivables, as agreed between Seller and the relevant Originator. Each obligation to repurchase exists without regard The Sale and Contribution Agreement is commercially reasonable and has reflected and reflects a transaction which is not less favorable to any prior party to the Sale and Contribution Agreement than could be obtained in a comparable transaction with unaffiliated third parties. 7. As set forth in Section 2.02 of the Sale and Contribution Agreement, the Purchase Price under the Sale and Contribution Agreement will be paid to each Originator in cash, or, in the sole discretion of the relevant Originator, as capital contributed by that Originator to Seller, or intervening liquidation or foreclosure a combination thereof. 8. Except with respect to any Purchased Loan. Seller is obligated to obtain the Purchased Loans from Buyer repurchase or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan that is repurchased by the Seller on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions replacement of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be certain Transferred Receivables as set forth in Section 2.04 of the Pricing Side LetterSale and Contribution Agreement, no Originator has the right or option to reclaim any Transferred Receivable or to substitute or accept a retransfer of any of the Transferred Receivables. Under Section 2.04 of the Sale and Contribution Agreement, each Originator is required to repurchase or replace any Transferred Receivable, which Transferred Receivable was determined by Seller, Servicer or Agent not to have been an Eligible Receivable at the time of purchase of such Transferred Receivable by Seller from such Originator. In the event such Transferred Receivable is repurchased, the relevant Originator will repurchase the Transferred Receivable for a repurchase price equal to the outstanding principal balance of such Transferred Receivable. In the event such Transferred Receivable is replaced with a substantially similar Eligible Receivable, any portion of the outstanding principal balance of such Transferred Receivable in excess of the outstanding principal balance of the Transferred Receivable being replaced will be paid to the applicable Originator, or credited as a capital contribution by the applicable Originator. 9. The Obligors have been or will be instructed to make payments with respect to Transferred Receivables only to one or more lock-box accounts as provided in the Sale and Contribution Agreement and the Receivables Purchase Agreement. Under the Security Agreements (das that term is defined in Exhibit A), the GI Originator and GLCC Originator have granted to Agent, as collateral security for their obligations under clause 5.02(c) If of the Receivable Purchase Agreement to remit or procure that all Receivables be remitted to a lock-box account and their obligations under their respective Security Agreement, a present and continuing security interest in such lock-box accounts and all monies, checks, instruments and other items of value of those Originators paid, deposited, credited, held or otherwise in the possession or under the control of, or in transit to, the Lock-Box Banks (as that term is defined in the Receivables Purchase Agreement), and any proceeds of the foregoing. In the event any Collections (as that term is defined in the Receivables Purchase Agreement) on the Transferred Receivables are received by an Originator, such Originator shall take reasonable steps to ensure that those Collections are promptly deposited into a lock-box account. On each business day, the Lock-Box Banks will transfer all Collections held in the lock-box accounts as of the close of the immediately preceding business day to a concentration account held by GI Originator. Under the Greif Security Agreement (as that term is defined in Exhibit A), GI Originator has granted to Agent, as collateral security for its obligations under clause 5.02(c) of the Receivable Purchase Agreement to remit or procure that all Receivables be remitted to a lock-box account and its obligations under the Greif Security Agreement, a present and continuing security interest in the concentration account. On each business day, the Concentration Account Bank (as that term is defined in the Receivables Purchase Agreement) will transfer all Collections held in the concentration account to a securities account held by Seller repurchases Purchased Loans in the name of Seller. Under the Seller Security Agreement (as that term is defined in Exhibit A), Seller has granted to Agent, as collateral security for its obligations under the Receivables Purchase Agreement, a present and continuing security interest in the securities account. While there is some commingling in the accounts of Collections on Transferred Receivables with collections on other Receivables owned by Seller, such commingling will only exist for a period of one month before the occurrence of a reconciliation of the Collections attributed to the Transferred Receivables, which amounts will be distributed pursuant to the Receivables Purchase Agreement, and those collections attributable to other Receivables owned by Seller, if any, which amounts will be paid to Seller. 10. The transfer of Transferred Receivables by the Originators to Seller pursuant to the Sale and Contribution Agreement is intended by the Originators and Seller to be treated as a sale, or a contribution to capital, as the case may be, and not as a loan. The accounting records and the financial statements of the Originators will show clearly that, for accounting purposes, the Transferred Receivables have been sold by the Originators. 11. All of the Transferred Receivables will be owned by the Originators, free and clear of any day adverse claim, at the time of transfer. Seller will accept the conveyance of Transferred Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, those assets (other than any adverse claim arising solely as a result of any action taken by Seller under the Sale and Contribution Agreement). Each of the Transaction Documents has reflected and continues to reflect a bona fide transaction which has arms’ length terms and which has been or will be undertaken in good faith for legitimate business purposes. 12. There is no agreement or provision in the Transaction Documents that provides that the Originators will, after the transfer of the Transferred Receivables under the Sale and Contribution Agreement, retain any interest whatsoever as owner of the Transferred Receivables. However, as a matter of administrative convenience, pursuant to the Receivables Purchase Agreement and the Administration Agreement (as that term is defined in Exhibit A), Seller has authorized GI Originator, subject to certain limitations, to service, collect and administer the Transferred Receivables. GI Originator (in its capacity as servicer, “Servicer”) will be entitled to receive a servicing fee for performing the services as set forth in Section 2.05(a) of the Receivables Purchase Agreement. The Receivables Purchase Agreement is commercially reasonable and has reflected and reflects a transaction which is not less favorable to either party to the Receivables Purchase Agreement than could be obtained in a Repurchase Date for such Purchased Loanscomparable transaction with unaffiliated third parties. 13. Pursuant to the Receivables Purchase Agreement, Seller shall indemnify Buyer has transferred and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from assigned and will transfer and assign Receivables Interests (as defined in the reemployment of funds obtained by Buyer hereunder or from fees payable Receivables Purchase Agreement) to terminate the deposits from which such funds were obtained (“Breakage Costs”)Purchaser, in each case exchange for the remainder advances of the applicable 30 day periodpurchase price therefor, as described in the Receivables Purchase Agreement. 14. Buyer shall deliver On the Initial Purchase Date, Seller will transfer to Purchaser Receivables Interests in the Transferred Receivables purchased by Seller on the Initial Purchase Date, and will receive approximately $ from Purchaser in payment of the purchase price therefor. 15. The Obligors have not and will not be notified of the transfer of the Transferred Receivables by the Originators to Seller a statement setting forth and the amount subsequent sale of an interest therein by Seller to Purchaser unless Purchaser exercises its right to direct Seller or Servicer to notify the Obligors. There are valid business reasons for not notifying the Obligors of the sale of the Transferred Receivables, including that such notification could confuse some Obligors and basis of determination of any Breakage Costs could lead to defaults and to increased administrative burdens in such detail as determined in good faith by Buyer servicing the Transferred Receivables. However, the Originators and Seller have filed or caused to be adequatefiled UCC Financing Statements, it being agreed that such statement and which filings constitute public notice of the method transfer of its calculation shall be adequate and shall be conclusive and binding upon the Transferred Receivables to Seller, absent manifest error. The provisions of this Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall give Buyer and Custodian notice of any proposed purchase, with respect to all Mortgage Loans, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”), (ii) deliver a Mortgage Loan Schedule and a Mortgage Loan Transmission to Buyer and Custodian on such Notice Date, and, (iii) with respect to all Mortgage Loans other than Wet Loans, deliver the Mortgage File to Custodian in accordance with the Custodial Agreement. (b) The related Seller shall repurchase Purchased Loans Assets from Buyer on each related Repurchase Date. Each Such obligation to repurchase exists subsists without regard to any prior or intervening liquidation or foreclosure with respect to any each Purchased LoanAsset. The related Seller is obligated to obtain the Purchased Loans Assets from Buyer or its designee (including the Custodian) at Seller’s its own expense on the related Repurchase Date. On each Repurchase Date, the related Seller shall remit or shall cause to be remitted to the Buyer the Repurchase Price together with Breakage Costs, if any. If a Seller repurchases Purchased Assets on any day prior to the related Repurchase Date, on such day, such Seller shall remit or cause to be remitted to the Buyer the Repurchase Price in full together with Breakage Costs, if any. The related Seller shall give at least one (or after1) Business Days' prior written notice to Buyer if such repurchase shall occur on a date other than the related Repurchase Date. (cb) Provided that the applicable conditions in Sections 10(a9(a) and (b) have been satisfied, the related Seller may request that each Purchased Loan Asset that is to be repurchased by the a Seller on the Repurchase Date shall automatically become subject to a new Transaction unless by delivering notice of such request to Buyer is otherwise notified by the Seller at least one (1) Business Day prior to any such Repurchase Date; , provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (dc) If (i) Buyer locks in the rate of LIBOR at the request of a Seller for a fixed period of thirty (30) days from the related Purchase Date in a Transaction Notice and such Seller repurchases Purchased Loans Assets on an earlier date or (ii) a Seller repurchases related Purchased Assets on any day which is not a Repurchase Date for such Purchased LoansAssets, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable 30 thirty (30) day period, as applicable. Buyer shall deliver to such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, such Seller absent manifest error. The provisions of this This Section 3(d) shall survive termination of this Agreement and the repurchase of all Purchased Loans Assets subject to Transactions hereunder.