Common use of Initiation; Confirmation; Termination Clause in Contracts

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreementagreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On , on the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) a. An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) b. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) c. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to segregated on the books and records of Bank as held for the benefit of Buyer or its agent against the transfer of the Purchase Price to an account Account of Seller. (b) . Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party Buyer a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the iv)the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreementthese Service Terms & Conditions. The Confirmation, together with this Agreementthese Service Terms & Conditions, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreementthese Service Terms & Conditions, this Agreement these Service Terms & Conditions shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or bothboth ), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is in customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a 5.1 A Transaction may be made orally initiated by either the Client or in writing at the initiation of either Buyer or SellerDealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for the each Transaction, the Purchased Underlying Securities shall be transferred to Buyer Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to an account the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Seller.Underlying Securities which meet the following requirements: (a) comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; (b) Upon agreeing may be immobilised or dematerialised in an approved CSD; (c) are not due to enter into mature during the life of the Transaction; and (d) are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction hereunder, Buyer Confirmation (in the form in Annex I hereto or Seller (or both), any other form as shall be agreed, shall promptly deliver the Dealer may prescribe from time to time) which satisfies the requirements of the Securities Act and the Regulations delivered by the Dealer to the other party a written confirmation of each Transaction (a “Confirmation”)Client as set out in clause 5.11. The Transaction Confirmation shall describe conform with section 38(3) of the Purchased Securities Act and shall specify: (a) agreement date; (b) the Underlying Securities (including CUSIP numberthe description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any), identify Buyer and Seller and set forth ; (c) the Purchase Date; (d) The Purchase Price; (e) the Payment Date; (f) the Repurchase Price; (g) the Repurchase Date (h) the Interest Rate applicable to the Transaction; (i) the Purchase Date, currency denominations of payments in respect of Transactions (ii) the including but not limited to Purchase Price, Repurchase Price); (iiij) the Repurchase DateMargin Percentage, unless if different from the Transaction is to be terminable on demandRequired Margin, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (vk) any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and (l) any special terms or conditions of the Transaction Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations. 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. The Confirmation, together . 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with this Agreement, the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: (a) any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; (b) the Dealer shall constitute conclusive promptly following such purchase provide the Client with evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.purchase; and (c) In the case of Transactions terminable upon demand, such demand money held in trust by the Dealer shall be made by Buyer or Seller, no later than such time as is customary paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with market practiceclause 8. 5.6 The Dealer, by telephone or otherwise on or prior shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the business day on which Trustee when such termination will be effective. assets are acquired by the Dealer for the Client. 5.8 On the date specified in such demandPurchase Date, or on the date fixed for termination Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the case of Transactions having a fixed term, termination Trustee’s Cash Account in respect of the Transaction will be effected by transfer to Seller or its agent of the Purchased Underlying Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of BuyerDealer’s Proprietary Account in accordance with clause 8.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement Each Transaction shall be identified at the time it is entered into and in the Confirmation relating to enter it as either a Repurchase Transaction or a Buy/Sell Back Transaction. (b) In the case of a Buy/Sell Back Transaction the Confirmation delivered in accordance with paragraph 3 of the Agreement may consist of a single document in respect of both of the transactions which together form the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transaction. Such Confirmations may be in the form of Annex II to the Agreement except that, subject to sub-paragraph (c) below, such Confirmations shall not include the item specified in paragraph 10 of Annex II. (c) When entering into a Buy/Sell Back Transaction may the parties shall also agree the Sell Back Price and the Pricing Rate to apply in relation to that Transaction on the scheduled Repurchase Date. The parties shall record the Pricing Rate in at least one Confirmation applicable to that Buy/Sell Back Transaction. (d) Buy/Sell Back Transactions shall not be made orally or in writing at terminable on demand. (e) In the initiation case of either Buyer or Seller. On a Buy/Sell Back Transaction, the Purchase Price shall be quoted exclusive of Accrued Interest to the Purchase Date for on the Purchased Securities and the Sell Back Price shall be quoted exclusive of Accrued Interest. (f) For the purposes of paragraph 3(c) of the Agreement, in the case of a Buy/Sell Back Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer payment of the Purchase Price plus an amount equal to an account of SellerAccrued Interest to the Purchase Date on such Purchased Securities. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (cg) In the case of Transactions terminable upon demanda Buy/Sell Back Transaction, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination paragraph 3(f) of the Agreement shall not apply. Termination of such a Transaction will be effected on the Repurchase Date by transfer to Seller or its agent of Equivalent Securities against the Purchased Securities and any Income payment by Seller of (i) in respect thereof received a case where the Repurchase Date is the date originally scheduled by Buyer (and not previously credited or transferred tothe parties pursuant to paragraph 3(b)(iii) of the Agreement, or applied the Sell Back Price referred to in paragraph 2(iii)(x) of this Annex plus an amount equal to Accrued Interest to the obligations ofRepurchase Date; and (ii) in any other case, Seller pursuant the Sell Back Price referred to Paragraph 5 hereofin paragraph 2(iii)(y) against the transfer of the Repurchase Price to an account of Buyerthis Annex.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation initia­tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac­tice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina­tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor CINS or other identifying number or numbers, if any), identify Buyer and Seller and set forth forth- (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation will state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where Annex III applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where Annex IV applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, Agreement this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac- xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, Agreement this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; October 2000 6 and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or Seller(or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (vand(v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this the Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless 3 • September 1996 • Master Repurchase Agreement with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. The provisions of Paragraph 3(a) and (b) of the Base Agreement are hereby deleted and replaced in their respective entireties by the following provisions: (a) An agreement By 2:00 P.M., New York time, on the Purchase Date for a Transaction, Buyer shall transfer the Purchase Price with respect to each Purchased Security specified in the relevant Confirmation to Seller by wire transfer of immediately available funds to either (i) the Authorized Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 of the Pledge and Administration Agreement in relation to which a Transaction is requested hereunder, and the related Purchased Security shall be concurrently transferred by Seller to an account specified by Buyer. (i) Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction may with respect to one or more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred sold to Buyer or its agent against the transfer of as Purchased Securities, (B) the Purchase Price in relation to an account such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, the effective date of Seller. such request as the proposed Purchase Date, (bD) Upon agreeing to enter into a Transaction hereunderthe Specified LIBOR Period for the relevant Transaction, Buyer or (E) such date, if any, as Seller (or both), the Collateral Agent or FSA as shall be agreed, shall promptly deliver contemplated by (vi) below) may elect to the other party specify as a written confirmation fixed date of each termination of such Transaction (a “ConfirmationRepurchase Transaction Request”). Each Repurchase Transaction Request shall be accompanied by the certificate described in clause (iii) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2. (ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Confirmation Buyer will be required to advance funds with respect to such Transaction by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall describe provide notice of such GIC Credit Event on the date such event occurs. (iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (including CUSIP number, if any), identify Buyer but excluding any Additional Costs) and Seller and set forth (i) such repayment shall not be subject to the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, Subordinated Claims Payment Condition. (iv) In making a Repurchase Transaction Request, Seller (or the Pricing Rate Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price applicable to the sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement). (v) any additional terms or conditions Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Transaction not inconsistent with this Base Agreement. The , which Confirmation, together with this the Agreement, shall constitute be conclusive evidence of the terms agreed between of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially as of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction. (vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Confirmation relatesSeller fails to deliver a Repurchase Transaction Request, unless will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Confirmation specific objection is made promptly after receipt thereofNotice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii). In the event that a Dexia Event of any conflict between Default has occurred and FSA has elected to become Secured Party Representative, the terms Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Confirmation and this Agreement, this Agreement request shall prevailbe effective hereunder as if made by the Seller. (cvii) In If a Dexia Event of Default has occurred, the case Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions terminable upon demand(a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, such demand shall be made by Buyer or Sellertogether with any Default Termination Loan (as defined in the Liquidity Facility), no later than such time does not exceed (A) the Exposure as is customary in accordance with market practice, by telephone or otherwise calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the business day date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such termination will Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request. (viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such Transaction shall be effective. reduced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows: (c) On the date specified in such demand, or on earliest of (i) the date (if any) fixed for termination of a Transaction in the case of Transactions having a fixed term, (ii) any date which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. Where clause (iii) of the foregoing sentence applies, Transactions shall be terminated in the reverse order of which they were initiated (on a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g): (d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date. (e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby. (f) Without limitation of Paragraph 12(b) below, no breach by the Seller (or by the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation of the Buyer to enter into and make settlement of a Transaction hereunder in accordance with the terms and conditions described in Paragraph 3(e) above. (g) Notwithstanding Paragraph 3(f) above, the Buyer will be indemnified by the Seller for any losses incurred by it in connection with entering into or making settlement of any Transaction if the representations and warranties of the Seller are inaccurate or the Seller has breached its obligations under this Agreement to the Buyer, provided that any such indemnification or any other claim or recourse of the Buyer for a breach by the Seller of any representation, warranty, covenant or other term or condition of this agreement (other than as set forth in Paragraph 3(e) above) will be payable only subject to the Priority of Payments and (without prejudice to any claims for Dexia Reimbursement Payments in accordance with the terms of the Pledge and Administration Agreement) satisfaction of the Subordinated Claims Payment Condition specified therein.”

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac- xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 ¡ Master Repurchase Agreement ¡ 3 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation THE BOND [LOGO] MARKET ASSOCIATION I S M A of each such Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent THE BOND [LOGO] MARKET ASSOCIATION I S M A Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex Il or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer in accordance with paragraph 6(c). (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) 2.1 An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the concurrent transfer of the Purchase Price to an account of Seller. (b) 2.2 Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) 2.3 In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such 11:30 a.m. (local time as is customary in accordance with market practiceof the recipient), by telephone or otherwise on or prior to the business day Business Day on which such termination will be effective. On the date specified in such demand, which shall be no earlier than the regular settlement date for trading in the Purchased Securities in the principal market in Canada or, if there is no Canadian market, in the principal market elsewhere, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 Section 4 hereof) against the concurrent transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and or Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) a. An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) b. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”), said Confirmation to be given in writing and delivered either in person or by United States Mail to the other party or to be given electronically via email to the other party. The determination of which of said permissible methods shall be utilized to provide such Confirmation shall be made in the sole discretion of the party providing such Confirmation. The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) c. In the case ease of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected affected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the title of the Purchased Securities Assets and the Purchased Assets shall be transferred and delivered to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities Assets (including CUSIP verification number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the conditions of the Repurchase (iv) Estimated Six Month Value, (v) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivvi) the Pricing Rate or Repurchase Price applicable to the Transaction, ; and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer Buyer, Seller and Seller Custodian with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In Upon the case closing of Transactions terminable upon demandany applicable transaction in which Buyer purchases Assets from Seller and Seller agrees to provide Buyer with an assured Third-party guarantee for the accruing monthly compensation due as outlined in Section 4, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior Seller will deliver to Custodian Assets equal to the business day on which such termination will guaranteed compensation, accruing monthly, as may be effective. On the date specified in such demand, or on the date fixed for termination set out in the case of Transactions having a fixed termrelevant Confirmation, termination otherwise set at 3% compound per month for each month of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of BuyerHolding Period.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller, or automatically pursuant to the terms of any one or more of Buyer's deposit accounts with Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer held by Seller or its agent in the manner prescribed in part 450.4 of the Title 17 of the Code of Federal Regulations, against the transfer crediting of the Purchase Price to an account of Sellerthe Seller in immediately available funds. (b) Upon agreeing to enter into a At the end of the day of initiation of any Transaction hereunder, Buyer or at the end of any other day during which other securities are substituted for Purchased Securities pursuant to Paragraph 9 hereof, Seller (or both), as shall be agreed, shall promptly deliver to the other party Buyer a written confirmation of each Transaction (a “"Confirmation”"); provided, however, that Seller need not send a Confirmation at the end of any day during which other securities are substituted for Purchased Securities pursuant to Paragraph 9 hereof unless the substitution results in a change to issuer, maturity date, par amount or coupon rate specified in the previous Confirmation, and provided further that Seller need not send a Confirmation with respect to Transactions or substitutions that occur before January 31, 1988. The Confirmation shall describe identify the Purchased Securities (including CUSIP number, if any), identify Buyer and the Seller and set forth shall specify (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) the Issuer, maturity date, coupon rate, par amount and market value of the Purchased Securities, (vi) the CUSIP or mortgage-backed security pool number, as appropriate, of the Purchased Securities, and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by the Buyer or of Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business banking day on which such termination will be effective. On the date specified in of such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received collected by the Buyer (and not previously credited or transferred paid to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer crediting of the Repurchase Price to an account of Buyerthe Buyer in immediately available funds.

Initiation; Confirmation; Termination. (a) An agreement Each Transaction shall be identified at the time it is entered into and in the Confirmation relating to enter it as either a Repurchase Transaction or a Buy/Sell Back Transaction. (b) In the case of a Buy/Sell Back Transaction the Confirmation delivered in accordance with paragraph 3 of the Agreement may consist of a single document in respect of both of the transactions which together form the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transaction. Such Confirmations may be in the form of Annex II to the Agreement except that, subject to sub-paragraph (c) below, such Confirmations shall not include the item specified in paragraph 10 of Annex II. (c) When entering into a Buy/Sell Back Transaction may the parties shall also agree the Sell Back Price and the Pricing Rate to apply in relation to that Transaction on the scheduled Repurchase Date. The parties shall record the Pricing Rate in at least one Confirmation applicable to that Buy/Sell Back Transaction. (d) Buy/Sell Back Transactions shall not be made orally or in writing at terminable on demand. (e) In the initiation case of either Buyer or Seller. On a Buy/Sell Back Transaction, the Purchase Price shall be quoted exclusive of Accrued Interest to the Purchase Date for on the Purchased Securities and the Sell Back Price shall be quoted exclusive of Accrued Interest. (f) For the purposes of paragraph 3(c) of the Agreement, in the case of a Buy/Sell Back Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer payment of the Purchase Price plus an amount equal to an account of SellerAccrued Interest to the Purchase Price on such Purchased Securities. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (cg) In the case of Transactions terminable upon demanda Buy/Sell Back Transaction, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination paragraph 3(f) of the Agreement shall not apply. Termination of such a Transaction will be effected on the Repurchase Date by transfer to Seller or its agent of Equivalent Securities against the Purchased Securities and any Income payment by Seller of (i) in respect thereof received a case where the Repurchase Date is the date originally scheduled by Buyer (and not previously credited or transferred tothe parties pursuant to paragraph 3(b)(iii) of the Agreement, or applied the Sell Back Price referred to in paragraph 2(iii)(x) of this Annex plus an amount equal to Accrued Interest to the obligations ofRepurchase Date; and (ii) in any other case, Seller pursuant the Sell Back Price referred to Paragraph 5 hereofin paragraph 2(iii)(y) against the transfer of the Repurchase Price to an account of Buyerthis Annex.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer in accordance with paragraph 6(c). (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, Agreement this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Bxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.. ■September 1996■Master Repurchase Agreement

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Bxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunderIn any event, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to confirm the other party terms of each Transaction by issuing a written confirmation of each to the Seller promptly after the parties enter into such Transaction containing the terms set forth on Exhibit I attached hereto (a “Confirmation”"CONFIRMATION"). The Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any)Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (iiit) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any may contain additional terms or conditions of the Transaction not inconsistent with this Agreement. The After receipt of the Confirmation, the Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall constitute be conclusive evidence of the terms agreed between Buyer and of the Transaction(s) covered thereby unless objected to in writing by the Seller with respect to no more than two (2) Business Days after the Transaction to which date the Confirmation relateswas received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by the Seller must state specifically that the writing is an objection, unless with respect must specify the provision(s) being objected to by the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than must set forth such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination provision(s) in the case of Transactions having a fixed termmanner that the Seller believes they should be stated, termination of the Transaction will and must be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer no more than two (and not previously credited or transferred to, or applied to 2) Business Days after the obligations of, Seller pursuant to Paragraph 5 hereof) against Confirmation was received by the transfer of the Repurchase Price to an account of BuyerSeller.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller, or automatically pursuant to the terms of any one or more of Buyer's deposit accounts with seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer held by Seller or its agent in the manner prescribed in Part 450.4 of the Title 17 of the Code of Federal Regulations, against the transfer crediting of the Purchase Price to an account of Sellerthe Seller in immediately available funds. (b) Upon agreeing At the end of the day of initiation of any Transaction herein, or at the end of any other day during which other securities are substituted for Purchased Securities pursuant to enter into a Transaction hereunderParagraph 9 hereof, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party Buyer a written confirmation of each Transaction (a “"Confirmation”"); provided, however, that Seller need not send a Confirmation at the end of any day during which other securities are substituted for Purchased Securities pursuant to Paragraph 9 hereof unless the substitution results in a change to issuer, maturity date, par amount or coupon rate specified in the previous Confirmation, and provided further that Seller need not send a Confirmation with respect to Transactions or substitutions that occur before January 31, 1988. The Confirmation shall describe identify the Purchased Securities (including CUSIP number, if any), identify Buyer and the Seller and set forth shall specify (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) the Issuer, maturity date, coupon rate, par amount and market value of the Purchased Securities, (vi) the CUSIP or mortgage-backed security pool number, as appropriate, of the Purchased Securities, and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by the Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business banking day on which such termination will be effective. On the date specified in of such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income income in respect thereof received collected by the Buyer (and not previously credited or transferred paid to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer crediting of the Repurchase Price to an account of Buyerthe Buyer in immediately available funds.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in int the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of or either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including the CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller; provided, however, that Buyer shall have no obligation to enter into any Transaction hereunder, except as provided in subsection (e), below. On If the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing parties agree to enter into a Transaction hereunderat either Buyer's or Seller's initiation, then in any event, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to confirm the other party terms of each Transaction by issuing a written confirmation of each to the Seller promptly after the parties enter into such Transaction 7 containing the terms set forth on Exhibit I attached hereto (a “"Confirmation”"). The Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any)Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any may contain additional terms or conditions of the Transaction not inconsistent with this Agreement. The After receipt of the Confirmation, the Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall constitute be conclusive evidence of the terms agreed between Buyer and of the Transaction(s) covered thereby unless objected to in writing by the Seller with respect to no more than one (1) Business Day after the Transaction to which date the Confirmation relateswas received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by the Seller must state specifically that the writing is an objection, unless with respect must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than one (1) Business Day after the Confirmation specific objection is made promptly after receipt thereof. In was received by the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevailSeller. (cd) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of Buyer will terminate the Transaction and will be effected effect by transfer to Seller or its agent designee of the Purchased Securities Mortgage Loans (and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofSection 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee (including the Custodian) at Seller's expense on the Repurchase Date. (e) In consideration of a fee paid by Seller to Buyer in the amount equal to 20 basis points multiplied by the Committed Amount (the "Commitment Fee"), Buyer shall, for the term of this Agreement, commit to purchase Mortgage Loans from the Seller so long as: (i) the aggregate Purchase Price for Non-Securitizable Mortgage Loans purchased by Buyer at any time under this Agreement does not exceed 10% of the aggregate Purchase Price for all Mortgage Loans purchased by Buyer at any time under this Agreement; (ii) the aggregate Purchase Price for all Mortgage Loans purchased by Buyer at any time under this Agreement (the "Maximum Purchased Amount") does not exceed $ 100,000,000 (the "Committed Amount"); (iii) the Mortgage Loans comply with the representations and warranties set forth herein; (iv) no Event of Default has occurred or is continuing; and (v) Seller gives Buyer two Business Day notice prior to entering a Transaction. Buyer may purchase, in its sole discretion, additional Mortgage Loans which causes the Maximum Purchased Amount to exceed the Committed Amount. (f) At the end of each three-month period (commencing on the date three months after 8 the date of this Agreement). Seller shall pay to Buyer a non-utilization fee in an amount equal to one-quarter of 25 basis points multiplied by the positive difference, if any, between the Committed Amount and the average daily balance of the aggregate Purchase Price of all Purchased Mortgage Loans purchased by Buyer hereunder for such three month period. (g) Any Mortgage Loan purchased by the Buyer hereunder as a B/C Mortgage Loan that becomes sixty (60) or more days delinquent subsequent to the Purchase Date of the related Transaction hereunder, shall be subject to such Transaction as a Non-Performing Mortgage Loan, provided, however, that the aggregate Purchase Price for all Non-Securitizable Mortgage Loans purchased by Buyer at any time under this Agreement shall not exceed IO% of the aggregate Purchase Price for all Purchased Mortgage Loans.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 - Master Repurchase Agreement - 3 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP numberNumber ie. Committee on Uniform Securities Identification Procedures Number or ISIN ie. International Securities Identification Number or other identifying number or numbers, if any), identify Buyer and Seller and set forth – (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Xxxxx XX hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer Xxxxx and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). In the case of Transactions involving Securities that are Mortgage Loans, (a) the Purchased Securities shall be identified on a detailed listing to be provided by Seller to Buyer (a "Mortgage Loan Schedule") attached to a Certificate of Seller in the form attached hereto, (b) the Confirmation shall be sent by Seller to Buyer, (c) the documents contained in the Mortgage File (as defined in Paragraph 7) shall be delivered at the option of the Buyer to the Buyer, or the Custodian, and held by the Custodian pursuant to the terms of a Custody Agreement, dated of enven date herewith (the :Custody Agreement"), among Seller, Buyer and Custodian pursuant to which Custodian shall, among other things, issue Trust Receipts, as defined therein (the "Trust Receipts"), and (d) the Mortgage Loans shall be serviced for Buyer by Seller pursuant to the Servicing Agreement, dated of even date herewith (the "Servicing Agreement"), between Seller and Buyer. The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the terms of such Confirmation shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. In the case of Transactions involving Securities that are Mortgage Loans, (i) which meet the requirements of the Seller's Warranties Agreement, such demand by Buyer may not be made prior to 30 days following the date of the Transaction in which the Securities were originally conveyed to Buyer provided no event of default has occurred; (ii) which do not meet the requirements of the Seller's Warranties Agreement in all material respects, such demand by Buyer may be made at any time; or (iii) Seller may repurchase at any time, irrespective of whether the particular Mortgage Loans(s) meets the requirements of the Seller's Warranties Agreement. In any case, such demand either by Buyer or by Seller shall be for a repurchase of all Purchased Securities subject to the related Transaction and such demand shall be made no later than 5:00 p.m. New York City time on the business day preceding the day on which such termination will be effective, which termination shall also be on a business day. Upon receipt of the Repurchase Price in immediately available funds, Buyer shall deliver the Trust Receipt for such Transaction to Custodian for further disposition in accordance with the terms of the Custody Agreement.On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement Subject to enter into a Transaction may be made orally or the terms of the Letter Agreement and the satisfaction of the conditions precedent set forth therein and in writing at the initiation of either Buyer or Seller. On this Paragraph 3, on the Purchase Date for the each Transaction, the applicable Purchased Securities Mortgage Loans shall be transferred to Buyer or its agent for the account of the Purchasers against the transfer of the Purchase Price therefor to an the account specified pursuant to Paragraph 17(a). Notwithstanding anything to the contrary herein, (i) Buyer is not providing a commitment to enter into any Transactions hereunder, (ii) Buyer shall not be obligated to consummate any Transaction hereunder unless the applicable Sellers has received the full amount of Sellerthe Purchase Price for such Transaction directly from the Purchasers and (iii) Buyer shall not be obligated to fund any amount of the Purchase Price for any Transaction hereunder if any Purchaser fails to fund such amount. (b) Upon agreeing In the event that one or more of the Sellers desire to enter into a Transaction hereunder, Buyer or Seller (or both), as such Sellers shall be agreed, shall promptly deliver to Buyer prior to 12:00 noon, New York City time, one (1) Business Day prior to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the proposed Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreementa signed Confirmation. The Confirmation, together with this Agreement and the Letter Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller the applicable Sellers with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement or between the terms of such Confirmation and the Letter Agreement, the terms of this Agreement or, if applicable, of the Letter Agreement, shall prevail. Not later than 12:00 noon (New York City time) on the applicable Purchase Date, the Agent shall have received the Trust Receipt from the Custodian in accordance with Paragraph 9(b)(i) of the Letter Agreement. The Purchase Price with respect to such Purchased Mortgage Loans shall be transferred to the applicable Sellers to the account specified pursuant to Paragraph 17(a) not later than 4:00 p.m. (New York City time) on such Purchase Date subject to the satisfaction of the conditions precedent set forth herein and in the Letter Agreement. (c) In the case The termination of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination each Transaction will be effective. On the date specified in such demand, or effected on the date fixed for termination Repurchase Date set forth in the case related Confirmation. Termination of Transactions having a fixed term, termination of the each Transaction will be effected by transfer to Seller the applicable Sellers or its agent their agents of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) Mortgage Loans against the transfer of the applicable Repurchase Price to an account the Group Agents in accordance with the Letter Agreement. (d) Each Confirmation shall include a calculation of the Market Value of the Purchased Mortgage Loans and a Daily Market Value Report, in each case, after giving effect to such Confirmation. On the Initial Purchase Date, the applicable Sellers shall include with their Confirmation the Initial Loan Schedule. On each subsequent Purchase Date, the applicable Sellers shall include with each Confirmation a Supplemental Loan Schedule with respect to all of the Purchased Mortgage Loans after giving effect to the subject Transaction. Each Seller shall determine, in accordance with its standard policies and procedures, the Market Value of each Purchased Mortgage Loan transferred by it and included (or to be included) in such calculations and the related Loan Schedule, which Market Values shall be determined as of the Business Day immediately preceding the date on which such Confirmation is delivered and will provide promptly upon request the data and assumptions for each such Purchased Mortgage Loan based on which such Market Value was determined. Within three (3) Business Days after the date on which Buyer receives a Confirmation or Daily Market Value Report, Buyer may dispute a Seller’s or Servicer’s determination of Market Value by notifying such Seller or Servicer of the discrepancy in writing. Each Seller or Servicer and Buyer will make a good faith effort to resolve the discrepancy in the calculation of Market Value. If the discrepancy is not resolved within five (5) days in a manner reasonably satisfactory to Buyer, such Seller or Servicer, as applicable, will be required to re-calculate the Market Value of the Purchased Mortgage Loans using the market values proposed by a mutually reasonably agreeable third party, or if such third party cannot be determined within in such five (5) day period, using the market values proposed by Buyer. Such recalculated Market Value shall be used in any reports delivered to the Buyer, the Purchasers or the Custodian until the calculation of Market Value dispute is resolved to the satisfaction of Buyer in a good faith, commercially reasonable manner. Following the resolution of the dispute, such Seller or Servicer, as applicable, will incorporate adjustments, if any, agreed to with Buyer in future calculations of the Market Value. (e) The Sellers are jointly and severally obligated to pay the applicable Repurchase Price and repurchase the related Purchased Mortgage Loans from Buyer on the applicable Repurchase Date. The Sellers shall satisfy the Repurchase Conditions with respect to each repurchase hereunder on or prior to the Repurchase Date; provided that the failure to so satisfy any Repurchase Condition shall not relieve the Sellers of their joint and several obligations to pay the Repurchase Price on the applicable Repurchase Date with respect to any Transaction hereunder. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan. The applicable Sellers may accelerate the Repurchase Date with respect to any Transaction by written notice to the Agent and the Group Agents, provided that the Repurchase Conditions have been satisfied as of such accelerated Repurchase Date. Notwithstanding the satisfaction of the Repurchase Conditions with respect to any repurchase, each Seller agrees that (i) if the portion of any Repurchase Price received by any Group for such repurchase is less than $500,000, the applicable Group Agent may elect to hold all or a portion of such amount until it elects, in a commercially reasonable manner, to apply such amounts to the repayment of the Promissory Notes or other funds raised to fund the applicable Tranche (provided, however, that in the event that the aggregate amount so held under this clause (i) is greater than or equal to $500,000, such Group Agent shall be required to immediately apply such amount) and (ii) the Sellers shall be jointly and severally liable to pay the amounts required to be paid pursuant to Paragraph 7 of the Letter Agreement with respect to any such amounts so held pursuant to clause (i). (f) With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to any Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by any Authorized Representative.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, ; if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with 4 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Purchase Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - October 2000 5 (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is termnable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex I I hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunderunder this Agreement, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereofof such Confirmation. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof of such Purchased Securities received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofof this Agreement) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not no inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless 3 • September 1996 • Master Repurchase Agreement with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement Each Transaction shall be identified at the time it is entered into and in the Confirmation relating to enter it as either a Repurchase Transaction or a Buy/Sell Back Transaction. (b) In the case of a Buy/Sell Back Transaction the Confirmation delivered in accordance with paragraph 3 of the Agreement may consist of a single document in respect of both of the transactions which together form the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transaction. Such Confirmations may be in the form of Annex II to the Agreement except that, subject to sub-paragraph (c) below, such Confirmations shall not include the item specified in paragraph 10 of Annex II. (c) When entering into a Buy/Sell Back Transaction may the parties shall also agree the Sell Back Price and the Pricing Rate to apply in relation to that Transaction on the scheduled Repurchase Date. The parties shall record the Pricing Rate in at least one Confirmation applicable to that Buy/Sell Back Transaction. (d) Buy/Sell Back Transactions shall not be made orally or in writing at terminable on demand. (e) In the initiation case of either Buyer or Seller. On a Buy/Sell Back Transaction, the Purchase Price shall be quoted exclusive of Accrued Interest to the Purchase Date for on the Purchased Securities and the Sell Back Price shall be quoted exclusive of Accrued Interest. (f) For the purposes of paragraph 3(c) of the Agreement, in the case of a Buy/Sell Back Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer payment of the Purchase Price plus an amount equal to an account of SellerAccrued Interest to the Purchase Price on such Purchased Securities. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (cg) In the case of Transactions terminable upon demanda Buy/Sell Back Transaction, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination paragraph 3(f) of the Agreement shall not apply. Termination of such a Transaction will be effected on the Repurchase Date by transfer to Seller or its agent of Equivalent Securities against the Purchased Securities and any Income payment by Seller of (i) in respect thereof received a case where the Repurchase Date is the date originally scheduled by Buyer (and not previously credited or transferred tothe parties pursuant to paragraph 3(b)(iii) of the Agreement, or applied the Sell Back Price referred to in paragraph 2(iii)(x) of this Annex plus an amount equal to Accrued Interest to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.Date; and

Initiation; Confirmation; Termination. (a) a. An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) b. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 ■ Master Repurchase Agreement ■ 3 4 ■ September 1996 ■ Master Repurchase Agreement respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) a. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac- xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement Agree- ment shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) a. An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) b. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with with c. September 1996 ■ Master Repurchase Agreement ■ 3 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) a. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac- xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and any Income income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Xxx 0   Xxxxxxxxx 0000  Xxxxxx Xxxxxxxxxx Agreement 9772506v1 Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the 4   September 1996  Master Repurchase Agreement 9772506v1 Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) a. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivIv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt 3 ▪ September 1996 ▪ Master Repurchase Agreement thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement Agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its as agent for Seller against the transfer of the Purchase Price to an account of Seller. (b) . Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) . In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.Buyer.‌ Margin Maintenance.‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs 4.1 and

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor CINS or other identifying number or numbers, if any), identify Buyer and Seller and set forth forth- (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation will state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where Annex III applies, whether the Transaction is a Repurchase Transaction or a Buy/ Sell Back Transaction; (vii) where Annex IV applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its a gent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) i. An agreement to enter into a Transaction may be made orally or in writing at the initiation initia­ tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) ii. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”)") . The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 • Master Repurchase Agreement • 3 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the i. Inthe case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac­ xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina­ tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.be

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities 0 = 1 117793449 shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the September 1996 o Master Repurchase Agreement o 3 Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.. 3 September 1996 Master Repurchase Agreement Society Hill Funding LLC

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.,

Initiation; Confirmation; Termination. September 1996 ■ Master Repurchase Agreement■3 (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable termi-nable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 • Master Repurchase Agreement • 3 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP numberor CINS ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation will shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex III applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex IV applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with 3 § September 1996 § Master Repurchase Agreement respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the i)the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other another party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased 3 § September 1996 § Master Repurchase Agreement Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either eithe Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between the Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or to Seller, no later than such time as is customary in accordance with the market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either the Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder the Buyer or Seller (or both)the Seller, as shall be have been agreed, shall promptly deliver to the other party a Party written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberany identifying number or numbers, if any), identify the Buyer and the Seller and set forth – (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, date; (iv) the Repurchase Date or in the case of no Repurchase Date, that the Transaction is terminable on demand by either Buyer or Seller; (v) the Pricing Rate or Repurchase Price applicable to the Transaction; (vi) in respect of each Party the details of the bank account(s) to which payments to be made hereunder are to be credited; (vii) the nominal amount of the security sold and the price at which the transaction was effected, fixed interest payment, if any, and the total proceeds of the transaction; (vviii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Xxxxx XX hereto or may be in any other form to which the Parties agree. The ConfirmationParty to whom the Confirmation shall be countersigned by the Party to whom the Confirmation is delivered shall countersign the Confirmation and deliver a copy of same to it is delivered, and such the Confirmation was delivered shall countersign the Confirmation The Confirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between the Buyer and the Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereoffor that Transaction. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only unless objection is made with respect to the confirmation promptly after receipt thereof. (c) In On the Purchase Date for a Transaction, the Seller shall transfer the Purchased Securities to the Buyer against the payment of the Purchase Price by the Buyer. (d) Termination of a Transaction will be effected, in the case of Transactions terminable upon demandfixed term Transactions, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in Termination. (e) On the case of Transactions having a fixed termRepurchase Date, termination of the Transaction will be effected by Buyer shall transfer to the Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by the Seller less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 7.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation Initiation of either Buyer or Seller. On the Purchase Date Data for the Transaction, the Purchased Purchases) Securities shall be transferred to Buyer or its agent against the transfer of the a Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including Including CUSIP number, if any), identify Identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivIv) the Pricing Rate or Repurchase Price Price. applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with wits this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect r sped to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection o action is made promptly promptly. after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, Agreemen t this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is Is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such su termination will be effective. On the date specified in such demand, or on the date fixed for termination in In the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its I s agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.. -------------------------------------------------------------------------------- (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Purchased Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. Seller On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect rest thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.Seller

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.. September 1996 n Master Repurchase Agreement n 3 (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereofhereof ) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either the Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder the Buyer or Seller (or both)the Seller, as shall be have been agreed, shall promptly deliver to the other party a Party written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberany identifying number or numbers, if any), identify the Buyer and the Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, date; (iv) the Repurchase Date or in the case of no Repurchase Date, that the Transaction is terminable on demand by either Buyer or Seller; (v) the Pricing Rate or Repurchase Price applicable to the Transaction; (vi) in respect of each Party the details of the bank account(s) to which payments to be made hereunder are to be credited; (vii) the nominal amount of the security sold and the price at which the transaction was effected, fixed interest payment, if any, and the total proceeds of the transaction; (vviii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Xxxxx XX hereto or may be in any other form to which the Parties agree. The ConfirmationParty to whom the Confirmation shall be countersigned by the Party to whom the Confirmation is delivered shall countersign the Confirmation and deliver a copy of same to it is delivered, and such the Confirmation was delivered shall countersign the Confirmation The Confirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between the Buyer and the Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereoffor that Transaction. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only unless objection is made with respect to the confirmation promptly after receipt thereof. (c) In On the Purchase Date for a Transaction, the Seller shall transfer the Purchased Securities to the Buyer against the payment of the Purchase Price by the Buyer. (d) Termination of a Transaction will be effected, in the case of Transactions terminable upon demandfixed term Transactions, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in Termination. (e) On the case of Transactions having a fixed termRepurchase Date, termination of the Transaction will be effected by Buyer shall transfer to the Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by the Seller less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 7.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation Initiation of either Buyer or Seller. , On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivIv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is Is customary in In accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in In such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practiceprac- 3 ■¡ September 1996 ■¡ Master Repurchase Agreement xxxx, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination termina- tion in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberor ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth - (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Annex 11 hereto or may be in any other form to which the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination will be effective. relevant kind. (f) On the date specified in such demandRepurchase Date, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the 3 Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”"CONFIRMATION"). The Confirmation shall describe the Purchased Securities (including CUSIP or CINS or other identifying number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demanddemand (in which case the Confirmation will say that it is so terminable), (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) in respect of each party the details of the bank account[s] to which payments to be made hereunder are to be credited, and (vvi) any additional terms or conditions of the Transaction not inconsistent with this AgreementAgreement and shall be substantially in the form of Annex II hereto or such other form as the parties may agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless specific objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail except in the case of those provisions in relation to which the Agreement specifically states that the parties may otherwise agree; and as to those provisions, the Confirmation shall prevail. (ci) In the case of Transactions terminable upon demandon demand Transactions, such demand for Termination shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or prior to delivery of money or Equivalent Securities of the business day on which such termination relevant kind. (ii) Termination of a Transaction will be effective. On effected, in the case of on demand Transactions, on the date specified for Termination in such demand, or and, in the case of fixed term Transactions on the date fixed for termination in Termination. (d) (i) On the case of Transactions having Purchase Date for a fixed termTransaction, termination of the Transaction will Purchased Securities shall be effected by transfer transferred to Seller Buyer or its agent against the payment of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Purchase Price to an account of BuyerSeller.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.. September 1996 § Master Repurchase Agreement § 3

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction A transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Sellerbuyer. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller transaction hereunder buyer and seller (or both), as shall be have been agreed, shall promptly deliver to the other party a buyer written confirmation of each Transaction such transaction (a “Confirmationconfirmation”). The Confirmation confirmation shall describe the Purchased Securities (including CUSIP number, if any)purchased securities, identify Buyer the buyer and Seller the seller and shall set forth – (i) the Purchase Date, purchase date; (ii) the Purchase Price, purchase price; (iii) the Repurchase Daterepurchase date, unless the Transaction transaction is to be terminable on demand (in which case the confirmation shall state that it is terminable on demand, ); (iv) the Pricing Rate or Repurchase Price repo rate applicable to the Transaction, and transaction; (v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited; (vi) any additional terms or conditions of the Transaction transaction not inconsistent with this Agreement. agreement; (c) The Confirmationconfirmation relating to a transaction shall, together with this Agreementagreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer the buyer and Seller the seller for that transaction, unless objection is made with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation confirmation and this Agreementagreement, this Agreement the confirmation shall prevailprevail in respect of that transaction and those terms only. (cd) On the purchase date for a transaction, the seller shall transfer the purchased securities to the buyer against the payment of the purchase price by the buyer. (e) Termination of a transaction will be effected, in the case of on demand transactions, on the date specified for termination in such demand, and, in the case of fixed term transactions, on the date fixed for termination. (f) In the case of Transactions terminable upon demandon demand transactions, such demand for termination shall be made by Buyer or Sellerthe buyer on seller, no later than such time 10:30 a.m. by telephone, facsimile transmission, electronic mail or as is customary in accordance with market practicemay otherwise be agreed between seller and buyer, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction transaction will be effected by transfer to Seller or its agent seller of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) purchased securities against the concurrent transfer of the Repurchase Price repurchase price to an account the buyer. (g) On the repurchase date, the buyer shall transfer to the seller equivalent securities against the payment of Buyerthe repurchase price by the seller (less any amount then payable and unpaid by buyer to seller pursuant to paragraph 5 regarding income payments).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made entered into orally or in writing at the initiation of either Buyer or after receipt of a request of sale from the Seller. On the Purchase Date for the Transaction, the Purchased Securities which request shall be transferred in the form of a proposed Confirmation. If Buyer agrees to Buyer or its agent against the transfer proposed sale, then Seller shall confirm the terms of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party by issuing a written confirmation in the form of each Transaction EXHIBIT I attached hereto (a “Confirmation”)"CONFIRMATION") to Buyer promptly. The Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any)Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demanddemand by Buyer, (iv) the Pricing Purchase Rate or Repurchase Price applicable to the Transaction, and (v) any the rating of the lessee or such Mortgaged Property, (vi) whether the lease is a bond, triple net/ground or double net lease and (vii) may contain additional terms or conditions of the Transaction not inconsistent with this Agreement. After a Transaction has been agreed to by Buyer and after receipt of the Confirmation, Buyer shall sign the Confirmation and return a copy to Seller. (b) The Purchase Price for a Mortgage Loan shall be calculated in accordance with the applicable purchase rate (the "PURCHASE RATE") determined in accordance with the purchase price grid (the "PURCHASE PRICE GRID") and based upon the information provided in the Confirmation and the related footnotes attached hereto as Schedule A; PROVIDED, HOWEVER, that the Purchase Price Grid may be revised and replaced at any time in the Buyer's sole discretion. The Purchase Price for triple and double net lease related Mortgage Loans shall include the cost of any insurance policy related to such Mortgage Loan, including, without limitation, any casualty and condemnation policy. Without limiting the foregoing, the Purchase Price for a Mortgage Loan shall include the cost of any Lease Enhancement Policy related to such Mortgage Loan. (c) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (d) Upon execution by Buyer of a Confirmation, such Confirmation, together with this Agreement, shall constitute be conclusive evidence of the terms agreed between of the Transaction covered thereby. (e) Notwithstanding any provision to the contrary contained herein or in a Confirmation, the Buyer may require the Seller to immediately repurchase any Mortgage Loan, in accordance with Section 3(f), after review by the Buyer and Seller with respect to its counsel of the Transaction to which Mortgage File and related documentation, including, but not limited to, any related hedge agreement or instrument and the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event discovery of any conflict non-conformity that Buyer determines could have an adverse affect on the Buyer's interest between (a) any item required to be included in the Mortgage File and any related documentation and (b) (i) the representations and warranties set forth in Exhibit V, (ii) the underwriting standards of the Seller agreed to by the Buyer, (iii) the terms of such Confirmation the Confirmation, (iv) the Seller's hedging policy as agreed to by the Buyer and this Agreement, (v) the terms of this Agreement (each such Mortgage Loan, a "NON-CONFORMING LOAN"). The Buyer and its counsel shall prevailcomplete such review within 5 Business Days after receipt of all Mortgage File items. Upon notice to the Seller of a Non-Conforming Loan, Buyer may, in its sole discretion, defer Seller's obligation to repurchase such Mortgage Loan and allow Seller an opportunity to cure such non-conformity; PROVIDED, HOWEVER, that Buyer shall continue to have the right to require the Seller to repurchase such Non-Conforming Loan if such cure is not accomplished in a timely and satisfactory manner as determined in Buyer's sole discretion. (cf) In the case of Transactions terminable upon demanddemand by the Buyer or in the case of the repurchase of Non-Conforming Loans, such demand for repurchase shall be made by Buyer by telephone or Sellerotherwise, no later than such 10:00 a.m. New York City time as is customary in accordance with market practice, by telephone or otherwise on or the Business Day prior to the business day on which the Buyer desires such termination will repurchase to take place. Unless the Repurchase Date is expressly stated in the Confirmation, each Transaction shall be effective. On terminable upon demand by the date specified in such demand, or on the date fixed for termination in Buyer. (g) In the case of Transactions having with a fixed termspecified Repurchase Date set forth in the related Confirmation, such Repurchase Date may be extended in the Buyer's sole discretion at the written request of the Seller. Such notice shall be delivered to Buyer not more than 60 days prior to such specified Repurchase Date. Buyer shall notify Seller of Buyer's determination whether to extend the Repurchase Date within 30 days prior to such specified Repurchase Date. Buyer reserves the right to agree to any such extension at any time prior to such specified Repurchase Date. (h) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its agent designee of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) Mortgage Loans against the simultaneous transfer of the Repurchase Price to an account of Buyer. Buyer or its designee (including the Custodian) shall return the Mortgage Files to Seller within three Business Days of the receipt of the Repurchase Price by the Buyer. Provided, however, that the Mortgage Files will be returned to Seller simultaneously with receipt by Buyer of the Repurchase Price provided Seller gives Buyer at least three Business Days prior written notice of its desire for a simultaneous transfer. (i) The Aggregate Outstanding Amount shall at no time exceed the Maximum Aggregate Outstanding Amount.

Initiation; Confirmation; Termination. (a) An agreement to enter into a A Transaction may be made entered into orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.; and (b) Upon agreeing to enter into a Transaction hereunder, hereunder Buyer or Seller (or both), ) as shall be have been agreed, shall promptly deliver to the other party a written confirmation of each such Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP numberwith particular reference to its type, if any)issue date, maturity date and Income payment date identify Buyer and Seller and set forth forth: (i) the Purchase Date, ; (ii) the Purchase Price, ; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, ; (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and ; (v) in respect of each party the details of the bank account(s) to which payment to be made hereunder are to be credited; (vi) where Xxxxx XXX applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction; (vii) where Xxxxx XX applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and (viii) any additional terms or conditions of the Transaction not inconsistent with this AgreementTransaction; and may be in the form of Xxxxx XX hereto or may be in such other form as the parties agree. The ConfirmationConfirmation relating to a Transaction shall, together with this Agreement, shall constitute conclusive prima facie evidence of the terms agreed between Buyer Xxxxx and Seller with respect to the Transaction to which the Confirmation relatesfor that Transaction, unless objection is made with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement the Confirmation shall prevailprevail in respect of that Transaction and those terms only. (c) In On the case of Transactions terminable upon demandPurchase Date for a Transaction, such demand Seller shall be made by transfer the Purchased Securities to Buyer or Seller, no later than such time as is customary in accordance with market practice, its agent against the payment of the Purchase Price by telephone or otherwise on or prior to the business day on which such termination Buyer; (d) Termination of a Transaction will be effective. On the date specified in such demandeffected, or on the date fixed for termination in Termination; and (e) On the case of Transactions having a fixed term, termination of the Transaction will be effected by Repurchase Date Buyer shall transfer to Seller or its agent of the Purchased Equivalent Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to an account of BuyerSeller pursuant to paragraph 5).

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.. September 1996 n Master Repurchase Agreement n 3

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the title of the Purchased Securities Assets and the Purchased Assets shall be transferred and delivered to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) . Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities Assets (including CUSIP verification number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the conditions of the Repurchase (iv) Estimated Six Month Value, (v) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivvi) the Pricing Rate or Repurchase Price applicable to the Transaction, ; and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer Buyer, Seller and Seller Custodian with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. . Upon the closing of any applicable transaction in which Buyer purchases Assets from Seller and Seller agrees to provide Buyer with an assured Third-party guarantee for the accruing monthly compensation due as outlined in Section 4, Seller will deliver to Custodian Assets equal to the repurchase price and guaranteed compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at % compound per month for each month of the Holding Period. If at any time following the end of the Holding Period the aggregate Market Value of all Purchased Assets subject to all Transactions in which a particular party hereto is acting as Buyer is less than the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets, then Buyer may by notice in writing to Seller (cin a form agreed with the Seller) In require Seller in such Transactions to repurchase the case Purchased Assets. Such notice may not be given to the Seller in excess of Transactions terminable upon demand2 weeks prior to the end of the Holding Period, such demand shall be made by Buyer or Seller, after 2 weeks following the end of the Holding Period. Where no later than such time as notice is customary given in accordance with market practicethis clause, by telephone or otherwise on or prior to the business day on which such termination will be effectiveBuyer shall forfeit all rights under this clause 4(a). On In the date specified in such demand, or on event that the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent aggregate Market Value of the Purchased Securities Assets subject to each Transaction in which a particular party hereto is acting as Buyer is equal to or more than the Estimated Six-Month Value, or the Buyer no longer holds good title to or possession of the Purchased Assets, Seller or Custodian will not be required to Repurchase the Purchased Assets from Buyer and Custodian will no longer be required to make any Income payment to the Buyer equal to the compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at % compound per month for each month of the Holding Period, in which all of the Commitments by Custodian are terminated. In the event where the aggregate Market Value of the Purchased Assets, subject to each Transaction, is equal to the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets the Buyer may send notice i.e. via written request, that the Seller provide an assurance to the Buyer that the Seller will find a Third-party to purchase the Assets for a minimum of the Estimated Six-Month Value as set out in each Confirmation. In such scenario, Seller agrees not to charge a fee for its consignee services in which it sells the Assets on behalf of Buyer. In the event where the aggregate Market Value of the Purchased Assets subject to each Transaction is more than the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets, the Buyer may send notice i.e. via written request, that the Seller provide an assurance to the Buyer that the Seller will find a Third-party to purchase the Assets for a minimum of the Estimated Six-Month Value as set out in each Confirmation. In the event that Seller is able to sell the Assets above the Estimated Six-Month Value, Seller will be entitled to a maximum fee of 12% of the total sale price provided that Buyer first receives a cash value equal to the Estimated Six-Month Value as set out in each Confirmation. The consideration to be paid pursuant to (a) above in respect thereof received of repurchase of the Purchased Assets by the Seller shall be: the Purchase Price; plus compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at % compound per month for each month of the Holding Period. In the event that the aggregate Market Value of the Purchased Assets subject to each Transaction in which a particular party hereto is acting as Buyer is less than the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets, Seller will Repurchase the Purchased Assets from Buyer at the Purchased Price stated in the relevant Confirmation. Custodian will in this scenario, liquidate Assets or use any monies it holds on behalf of Seller and make a payment to the Buyer equal to the compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at % compound per month for each month of the Holding Period. In such scenario, Custodian shall liquidate the Pledged Assets or use any monies it holds on behalf of the Seller and make payment to Buyer within 15 business days from the Repurchase date. The Buyer and Seller agree that the total liability due by Custodian in relation to its performance under this Agreement shall not exceed the total Liability of Custodian as listed in each Confirmation. Any costs in respect of the buyback in accordance with this clause 4 shall be borne by the Seller. The Buyer may not require the Seller or Custodian to buyback the Purchased Assets where, in the reasonable opinion of the Seller, the quality of the Purchased Assets has been prejudiced during the Holding Period. The Buyer shall provide all reasonable assistance to the Seller so that the Seller may ascertain the quality of the Purchased Assets after the issue of a buyback notice in accordance with this clause. The Buyer may by written notice request the Seller to buyback the Purchased Assets after the Lapse Date but the Seller shall be under no obligation to purchase the Assets. During and after the Holding Period and before the Lapse Date, the Seller agrees to provide to the Buyer from time to time and on reasonable request from the Buyer information in relation to the Market Value of the Purchased Assets. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer (and not previously credited or transferred toSeller. The Custodian agrees that it will, or applied upon written request of the Seller, provide all reasonable assistance to the obligations ofSeller in effecting this clause 4, Seller pursuant to Paragraph 5 hereof) against including the transfer sale and/or liquidation of assets of the Repurchase Price Seller and all such other reasonable requests as may be issued to an account the Custodian. The Custodian’s fees shall be borne by the Seller and shall be set out in the Confirmation or otherwise agreed in writing between the Seller and the Custodian. The Custodian agrees that it will provide all such services promptly, exercise due care and diligence, and in accordance with this agreement and the written request of Buyerthe Seller.

Initiation; Confirmation; Termination. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.. September 1996 — Master Repurchase Agreement — 3 (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.