Common use of EXHIBIT E Clause in Contracts

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Mortgage Solutions, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Master Repurchase Agreement, dated May 22, 2017, among Barclays Bank PLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. The undersigned hereby releases all right, interest, lien or claim of any kind with respect to the mortgage loans described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $__________________, representing a loan count of _________, in accordance with the following wire instructions: [ ] Very truly yours, [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided by Seller.] 65037.000103 EMF_US 62902856v5

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT--This Preferred Security is a Global Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company (Datethe "Depository") Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx or a nominee of the Depository. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified Xxx Xxxx) to BankAmerica Capital /*/ or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PREFERRED SECURITIES EVIDENCED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. Certificate Number Number of Preferred Securities P- CUSIP NO. Certificate Evidencing Preferred Securities of BankAmerica Capital /*/ % Cumulative Preferred Securities, ---- Series /*/ (liquidation amount $ per Preferred Security) ---- ------------------------ /*/ Insert I, II, III, IV, V, VI, VII or VIII as applicable. BankAmerica Capital /*/, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that (the "Holder") is the registered owner of ( ) preferred securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the BankAmerica Capital /*/ ____% Cumulative Quarterly Income Preferred Securities, Series /*/ (liquidation amount $____ per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on Schedule A hereto the books and owned records of the Trust, in person or by Reverse Mortgage Solutionsa duly authorized attorney, Inc. Capitalized upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms used herein but not defined herein have and provisions of the meanings ascribed Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to such the terms in and provisions of, the Amended and Restated Master Repurchase Trust Agreement of the Trust dated as of , , as the same may be amended from time to time (the "Trust Agreement, dated May 22, 2017, among Barclays Bank PLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. ") including the designation of the terms of Preferred Securities as set forth therein. The undersigned hereby releases all right, interest, lien or claim of any kind with respect Holder is entitled to the mortgage loans described in benefits of the attached Schedule AGuarantee Agreement entered into by BankAmerica Corporation, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $a ___________________ corporation, representing a loan count and Bankers Trust Company, as guarantee trustee, dated as of _________ __, in accordance with 199_, (the following wire instructions: [ ] Very truly yours"Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided This Certificate is not valid unless countersigned by Sellerthe Securities Registrar.] 65037.000103 EMF_US 62902856v5]

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE UNENCUMBERED POOL REPORT To: Capital One, National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement dated as of July 1, 2016 (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxxas amended, 0xx Xxxxx Xxx Xxxxrestated, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxxextended, 00xx Xxxxx Xxx Xxxxsupplemented or otherwise modified in writing from time to time, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Mortgage Solutions, Inc. Capitalized the “Agreement”; capitalized terms used herein but not defined herein shall have the meanings ascribed given to such terms them in the Amended and Restated Master Repurchase Agreement, dated May 22, 2017), among Barclays Bank PLCAgree Limited Partnership, RMS REO BRCa Delaware limited partnership (the “Borrower”), LLC the Lenders from time to time party thereto and Reverse Mortgage SolutionsCapital One, Inc. The undersigned hereby releases all rightNational Association, interestas Administrative Agent (the “Administrative Agent”). This Unencumbered Pool Report, lien or claim of any kind together with respect supporting calculations attached hereto, is delivered to you pursuant to the mortgage loans described in terms of the Agreement. The Borrower hereby certifies and warrants to the Administrative Agent and the Lenders that at the close of business on __________________ (the “Calculation Date”), the Unencumbered Pool Amount was $_______________ computed as set forth on Schedule I attached Schedule A, such release hereto. The Borrower has caused this Unencumbered Pool Report to be effective automatically without any further action executed and delivered by any party upon receipt in the account identified below in immediately available funds of $its duly authorized officer on __________________, representing a loan count of _____. By: _________, in accordance with the following wire instructions: [ ] Very truly yours, [WAREHOUSE LENDER] By: ____________________ Name: __________________________ Title: [chief executive officer][chief financial officer][treasurer][controller] of Agree Limited Partnership SCHEDULE I to the Unencumbered Pool Report For the fiscal [quarter][year] ended _______________________ Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. Attached hereto as Exhibit A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To are detailed calculations with respect to the below elements of Unencumbered Pool NOI. Covenant Requirement Actual Unencumbered Pool NOI No single Property may account for greater than 15% of the aggregate Unencumbered Pool NOI No more than 25% of the aggregate Unencumbered Pool NOI may be provided by Seller.] 65037.000103 EMF_US 62902856v5in respect of Unencumbered Pool Properties that are located in any one Metropolitan Statistical Area No more than 75% of the aggregate Unencumbered Pool NOI may be in respect of single tenant facilities that have a tenant without an Investment Grade Rating No more than (i) 10% of the aggregate Unencumbered Pool NOI may be from a single tenant without an Investment Grade Rating and (ii) 25% of the aggregate Unencumbered Pool NOI may be from a single tenant with an Investment Grade Rating No more than 10% of the aggregate Unencumbered Pool NOI may be attributable to any rental or other income received from tenants in any proceedings under any Debtor Relief Laws Aggregate occupancy rate of all Properties included as Unencumbered Pool Properties may not to be less than 85% No more than 15% of the aggregate Unencumbered Pool NOI may be attributable to Properties leased under Eligible Ground Leases

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Xxxxxx X’Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Barclays Capital – Operations 0000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx Xxxxxx Funding LLC 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxxxxxx XxxxxxXxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage SolutionsXxxxxxx Caliber Home Loans, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxx Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Mortgage SolutionsCaliber Home Loans, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended Ladies and Restated Master Repurchase Agreement, dated May 22, 2017, among Barclays Bank PLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. gentlemen: The undersigned hereby releases all right, interest, lien or claim of any kind with respect to the mortgage loans described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $__________________, representing a loan count of _________$ , in accordance with the following wire instructions: [ ] Very truly yours, [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] TRADE ASSIGNMENT (“Takeout Investor”) (Address) Attention: Fax No.: Dear Sirs: Attached hereto is a correct and complete copy of your confirmation of commitment (the “Commitment”), trade-dated , , to purchase $ of % year, (Check Box) ☐ Government National Mortgage Association; ☐ Federal National Mortgage Association; or ☐ Federal Home Loan Mortgage Corporation. mortgage-backed pass-through securities (“Securities”) at a purchase price of from on (insert Settlement Date). Our intention is to assign $ of this Commitment’s full amount, which assignment shall be effective and shall be fully enforceable by the assignee on the Settlement Date. This is to confirm that (i) the Commitment is in full force and effect, (ii) effective as of the Settlement Date, the Commitment is hereby assigned to Barclays Bank PLC (“Barclays”), whose acceptance of such assignment is indicated below, (iii) you will accept delivery of such Securities directly from Barclays, (iv) you will pay Barclays for such Securities, (v) effective as of the Settlement Date and provided the Securities have been issued, Barclays is obligated to make delivery of such Securities to you in accordance with the attached Commitment and (vi) effective as of the Settlement Date and provided the Securities have been issued, you have released Seller from its obligation to deliver the Securities to you under the Commitment. Payment will be made “delivery versus payment (DVP)” to Barclays in immediately available funds. Notification of incorrect information or rejection of this Trade Assignment or any questions regarding this Trade Assignment should be immediately made to [ ]. Very truly yours, CALIBER HOME LOANS, INC. By: Title: Date: Acknowledged and agreed to: BARCLAYS BANK PLC By: Title: Date: Provided the Securities have been issued, notice of delivery and confirmation of receipt will be the obligations of Barclays. EXHIBIT G [RESERVED] RESERVED EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To SEE ATTACHED EXCEL SPREADSHEET] EXHIBIT I SELLER UNDERWRITING GUIDELINES EXHIBIT J LIST OF APPROVED TAKEOUT INVESTORS [***] EXHIBIT K [RESERVED] EXHIBIT L FORECLOSURE AND WORKOUT REPORT [SEE ATTACHED] EXHIBIT M [RESERVED] EXHIBIT N FORM OF INSTRUCTION LETTER , 201 , as Subservicer Attention: Re: Master Repurchase Agreement, dated May 11, 2015 (the “Agreement”) by and among Barclays Bank PLC (“Purchaser” or “Agent”), Xxxxxx Funding LLC (“Purchaser”) and Caliber Home Loans, Inc. “Seller”). Ladies and Gentlemen: As subservicer of those assets described on Schedule 1 hereto, which may be amended or updated from time to time (the “Eligible Assets”) pursuant to that Servicing Agreement, between You and the undersigned Seller, as amended or modified, attached hereto as Exhibit A (the “Servicing Agreement”), you are hereby notified that (i) the undersigned Seller has sold to Purchasers such Eligible Assets pursuant to that certain Master Repurchase Agreement, dated as of May 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between Purchasers and Seller and (ii) each of the Eligible Assets is subject to a security interest in favor of the Agent on behalf of the related Purchaser. You agree to service the Eligible Assets in accordance with the terms of the Servicing Agreement for the benefit of the related Purchaser and, except as otherwise provided herein, such Purchaser shall have all of the rights, but none of the duties or obligations of Seller under the Servicing Agreement including, without limitation, payment of any indemnification or reimbursement or payment of any servicing fees or any other fees. No subservicing relationship shall be hereby created between You and any Purchaser. Upon your receipt of written notification by a Purchaser that a Default has occurred under the Agreement (the “Default Notice”), You, as subservicer, hereby agree to remit all payments or distributions made with respect to such Eligible Assets, net of the servicing fees payable to you with respect thereto, immediately in accordance with such Purchaser’s wiring instructions provided below, or in accordance with other instructions that may be delivered to you by such Purchaser: Bank Name: Bank of New York Mellon Address: New York, NY ABA Routing Number: [ ] DDA Number: [ ] Account Name: BBPLC NY Branch Warehouse Ref: Master Repurchase Agreement: Caliber Home Loans, Inc. Attention: WL Operations Phone Validation: 000-000-0000 - Xxxx Xxxxxxxx 000-000-0000 - Xxxxxxx Xxxx You agree that, following your receipt of such Default Notice, under no circumstances will you remit any such payments or distributions in accordance with any instructions delivered to you by the undersigned Seller, except if a Purchaser instructs you in writing otherwise. You further agree that, upon receipt written notification by a Purchaser that an Event of Default has occurred under the Agreement, such Purchaser shall assume all of the rights and obligations of Seller under the Servicing Agreement, except as otherwise provided herein. Subject to the terms of the Servicing Agreement, You shall (x) follow the instructions of such Purchaser with respect to the Eligible Assets and deliver to such Purchaser any information with respect to the Eligible Assets reasonably requested by such Purchaser, and (y) treat this letter agreement as a separate and distinct servicing agreement between You and such Purchaser (incorporating the terms of the Servicing Agreement by reference), subject to no setoff or counterclaims arising in Your favor (or the favor of any third party claiming through You) under any other agreement or arrangement between You and any Seller or otherwise. Notwithstanding anything to the contrary herein or in the Servicing Agreement, in no event shall any Purchaser be liable for any fees, indemnities, costs, reimbursements or expenses incurred by You prior to such Event of Default or otherwise owed to You in respect of the period of time prior to such Event of Default. You are hereby instructed to service such Eligible Assets for a term of thirty (30) days (each, a “Servicing Term”) commencing as of the date such Eligible Assets become subject to a purchase transaction under the Agreement, which Servicing Term shall be deemed to be renewed at the end of each 30-day period subject to the following sentence. The Servicing Term shall terminate upon your receipt of a written termination or non-renewal notice from any Purchaser at any time with respect to some or all of the Eligible Assets being serviced by You (each, a “Servicing Termination”). In the event of a Servicing Termination, You hereby agree to (i) deliver all servicing and “records” relating to such Servicing Released Assets to the designee of such Purchaser at the end of each such Servicing Term and (ii) cooperate in all respects with the transfer of servicing to such Purchaser or its designee. The transfer of servicing and such records by You shall be in accordance with customary standards in the industry and the terms of the Servicing Agreement, and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). Further, You hereby constitute and appoint each Purchaser and any officer or agent thereof, with full power of substitution, as Your true and lawful attorney-in-fact with full irrevocable power and authority in Your place and xxxxx and in Your name or in any Purchaser’s own name, following any Servicer Termination with respect solely to the Servicing Released Assets that are subject to such Servicer Termination, to direct any party liable for any payment under any such Servicing Released Assets to make payment of any and all moneys due or to become due thereunder directly to any Purchaser or as a Purchaser shall direct including, without limitation, the right to send “goodbye” and “hello” letters on Your behalf. You hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. For the purpose of the foregoing, the term “records” shall be deemed to include but not be limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Servicing Released Assets. Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to Purchaser promptly upon receipt. Any notices to Purchaser should be delivered to the following address: Barclays Bank PLC – Mortgage Finance, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X’Xxxxxxx, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. Very truly yours, CALIBER HOME LOANS, INC. By: Name: Title: Acknowledged and Agreed as of this day of , 201 : [SUBSERVICER] By: Name: Title: EXHIBIT A [SERVICING AGREEMENT] SCHEDULE 1 [ELIGIBLE ASSET SCHEDULE] EXHIBIT O FORM OF LEGAL OPINION O-1 SCHEDULE 1 EXCLUDED ORIGINATORS None.] 65037.000103 EMF_US 62902856v5

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Xxxxxx Funding LLC 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Mortgage Solutions, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Master Repurchase Agreement, dated May 22September 29, 20172015 (but effective as of October 15, 2015), among Barclays Bank Bank, PLC, Xxxxxx Funding LLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. The undersigned hereby releases all right, interest, lien or claim of any kind with respect to the mortgage loans described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $__________________, representing a loan count of _________, in accordance with the following wire instructions: [ ] Very truly yours, [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided by Seller.] 65037.000103 EMF_US 62902856v5]

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx XxxxxxXxxxxx New York, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionNew York 10019 Email: Xxxxx Xxxxxxx XXXxxxXxxxxxxxx@xxxxxxxx.xxx XXXxxxXxxxxxxxxXxxx@xxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10019 Email: XXXxxxxXxxxxxx@xxxxxxxx.xxx Barclays Capital – Operations 000 US-000 Xxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Xxxx Xxxxxxxx Telephone: (000) 000-0000 E- mail: xxxx.xxxxxxxx@xxxxxxxx.xxx Nationstar Mortgage Solutions, Inc. LLC 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxx XxxxxxXxxxxxxxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Nationstar Mortgage Solutions, Inc. LLC Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Master Repurchase Agreement, dated May 22as of January 29, 20172016 (the “Repurchase Agreement”), among between Barclays Bank PLCBank, RMS REO BRC, LLC PLC and Reverse Nationstar Mortgage Solutions, Inc. LLC. The undersigned hereby releases all right, interest, lien or claim of any kind with respect to the mortgage loans Mortgage Loan described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below by Barclays Bank PLC in immediately available funds of $__________________, representing a loan count of _________$ , in accordance with the following wire instructions: [ ] Very truly yours, [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided by Seller.] 65037.000103 EMF_US 62902856v5field header Description pool_user_key GNMA Pool num collateral_user_key NS loan id track_user_description borrower name Lnamount original or modified loan amount curr_upb unpaid balance (optional) Rate interest rate pi original or modified P&I casenum case number zip zipcode state state city city address property address maturity maturity date closedate Note date firstdue first pay date mers_register_flag MERS registered mers_min MIN # is_mom MOM loan Y/N armindex index type armadj first rate change date armround rounding factor armmargin margin anncap annual rate cap lifecap life cap armfloor floor rate rounding_method round nearest, up, or down arm_lookback lookback days armindex_rate index rate c_armfix loan type (ARM or Fixed) armpcap_init initial periodic rate cap armpfloor_init initial periodic rate floor mod flag yes or no collateral status wet or dry judicial/nonjudicial state is judicial or nonjudicial mod effective date effective date of mod mod term loan term after mod EXHIBIT I SPECIAL ELIGIBILITY REQUIREMENTS FOR FHA BUYOUT LOANS, VA BUYOUT LOANS AND HECM BUYOUT LOANS

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified on Schedule A hereto and owned by Reverse Mortgage Solutions, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Master Repurchase Agreement, dated May 22, 2017, among Barclays Bank PLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. The undersigned hereby releases all right, interest, lien or claim of any kind with respect to the mortgage loans described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT [COMPANY LETTERHEAD] [DATE] [TRANSFER AGENT] __________________, representing a loan count of _ __________________ __________________ Re: Issuance of Common Shares to Fusion Capital Fund II, LLC Dear ________, On behalf of _ NEOPROBE CORPORATION, a Delaware corporation, (the “Company”), you are hereby instructed to issue as soon as possible 720,000 shares of our common stock in accordance with the name of Fusion Capital Fund II, LLC. The share certificate should be dated as of the date hereof. I have included a true and correct copy of a unanimous written consent executed by all of the members of the Board of Directors of the Company adopting resolutions approving the issuance of these shares. The shares should be issued subject to the following wire instructionsrestrictive legend: [ ] Very truly yoursTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, [WAREHOUSE LENDER] ByAS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: Name(1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. The share certificate should be sent as soon as possible via overnight mail to the following address: TitleFusion Capital Fund II, LLC 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0-000 Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Thank you very much for your help. Please call me at ______________ if you have any questions or need anything further. NEOPROBE CORPORATION BY: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASEDname] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided by Seller.] 65037.000103 EMF_US 62902856v5title]

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 Re: Certain Assets Identified on Schedule A hereto This Preferred Security is a Book-Entry Preferred Securities Certificate within the meaning of the Trust Agreement hereinafter referred to and owned by Reverse Mortgage Solutions, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms is registered in the Amended and Restated Master Repurchase Agreementname of The Depository Trust Company, dated May 22, 2017, among Barclays Bank PLC, RMS REO BRC, LLC and Reverse Mortgage Solutions, Inc. The undersigned hereby releases all right, interest, lien a New York corporation (the "Depositary") or claim a nominee of any kind with respect to the mortgage loans Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the attached Schedule ATrust Agreement (as defined below) and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of the Depositary to FLAGSTAR TRUST I or its agent for registration of transfer, such release to be effective automatically without exchange or payment, and any further action by any party upon receipt Preferred Security issued is registered in the account identified below in immediately available funds name of $Cede & Co., or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein. Certificate Number Number of Preferred Securities **1** ___________ CUSIP NO. ____ ___________________ Certificate Evidencing Preferred Securities of Flagstar Trust I ____% Cumulative Preferred Securities (liquidation amount $25.00 per Preferred Security) FLAGSTAR TRUST I, representing a loan count statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of _______________________ (____) preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the ____% Cumulative Preferred Securities (liquidation amount $25.00 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in accordance with person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the following wire instructions: [ ] Very truly yoursTrust Agreement (as defined below). The designations, [WAREHOUSE LENDER] By: Name: Title: [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of _________________, 1999, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by Flagstar Bancorp, Inc., a Michigan corporation, and ________________ Trust Company, as guarantee trustee, dated as of _________________, 1999 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by Sellerthe Trust Agreement and is entitled to the benefits thereunder.] 65037.000103 EMF_US 62902856v5

EXHIBIT E. FORM OF WAREHOUSE LENDER’S RELEASE (Date) Barclays Request for Release ------------------- [date] To: First Union National Bank PLC – Mortgage Finance 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Barclays Bank PLC – Legal Department 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital – Operations 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxx Reverse Mortgage Solutions, Inc. 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000 as Certificate Administrator Re: Certain Assets Identified on Schedule A hereto Pooling and owned by Reverse Mortgage Solutions, Inc. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Master Repurchase Servicing Agreement, dated May 22as of March 1, 20172002 NovaStar Home Equity Loan Asset-Backed Certificates, among Barclays Bank PLCSeries 2002-1 ------------------------------------------------------------------ In connection with the administration of the pool of Mortgage Loans held by you as Certificate Administrator, RMS REO BRCwe request the release, LLC and Reverse acknowledge receipt, of the (Mortgage SolutionsFile/[specify document]) for the Mortgage Loan described below, Inc. The undersigned for the reason indicated. Mortgagor's Name, Address & Zip Code: Mortgage Loan Number: Reason for Requesting Documents (check one) ----------- ------------------------------------------------------------------- ____ 1. Mortgage Loan Paid in Full (Servicer hereby releases certifies that all right, interest, lien or claim of any kind with respect amounts received in connection therewith have been credited to the Collection Account and remitted to the Certificate Administrator for deposit into the Payment Account pursuant to the Pooling and Servicing Agreement.) ----------- ------------------------------------------------------------------- ____ 2. Mortgage Loan Liquidated (Servicer hereby certifies that all proceeds of foreclosure, insurance or other liquidation have been finally received and credited to the Collection Account and remitted to the Certificate Administrator for deposit into the Payment Account pursuant to the Pooling and Servicing Agreement.) ----------- ------------------------------------------------------------------- ____ 3. Mortgage Loan in Foreclosure ----------- ------------------------------------------------------------------- ____ 4. Mortgage Loan Purchased Pursuant to Section 11.01 of the Pooling and Servicing Agreement. ----------- ------------------------------------------------------------------- ____ 5. Mortgage Loan Repurchased or Substituted pursuant to Article II or III of the Pooling and Servicing Agreement (Seller hereby certifies that the repurchase price or Substitution Adjustment has been credited to the Collection Account and that the substituted mortgage loans described in the attached Schedule A, such release to be effective automatically without any further action by any party upon receipt in the account identified below in immediately available funds of $loan is a Qualified Substitute Mortgage Loan.) ----------- ------------------------------------------------------------------- ____ 6. Other (explain) __________________, representing a loan count of _________________________________ ----------- ------------------------------------------------------------------- ------------------------------------------------------------------------------- If box 1 or 2 above is checked, and if all or part of the Mortgage File was previously released to us, please release to us our previous receipt on file with you, as well as any additional documents in accordance with your possession relating to the following wire instructions: [ ] Very truly yoursabove specified Mortgage Loan. If box 3, 4, 5 or 6 above is checked, upon our return of all of the above documents to you as Certificate Administrator, please acknowledge your receipt by signing in the space indicated below, and returning this form. NovaStar Mortgage, Inc., as [WAREHOUSE LENDERServicer][Seller] By: ___________________________ Name: Title: Documents returned to Certificate Administrator: First Union National Bank, as Certificate Administrator By:__________________________ Name: Title: Date:_________________________ Exhibit F-1 Form of Trustee's Initial Certification --------------------------------------- [SCHEDULE A TO EXHIBIT E – LIST OF ASSETS TO BE RELEASEDDate] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE [To be provided by Seller.] 65037.000103 EMF_US 62902856v5NovaStar Mortgage, Inc. 0000 X. 00xx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxxx Xxxxxx, Senior Vice President NovaStar Mortgage Funding Corporation 0000 X. 00xx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxxx Xxxxxx, Senior Vice President First Union National Bank 000 Xxxxx Xxxxx Xxxxxx, 12th Floor Charlotte, North Carolina 28202 Attn: NovaStar Mortgage Funding Trust, Series 2002-1 Re: Pooling and Servicing Agreement, dated as of March 1, 2002 (the "Agreement"), among NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, First Union National Bank, (the "Certificate Administrator") and JPMorgan Chase Bank (the "Trustee"), relating to the NovaStar Mortgage Funding Trust, Series 2002-1 Home Equity Loan Asset-Backed Certificates -----------------------------------------------------------------