Common use of Initiation Clause in Contracts

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Unless otherwise agreed, Seller shall deliver may request that Buyer enter into a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to any Eligible Mortgage Loans on any Business Day during the Underlying Assets period from the Effective Date to be sold in such requested Transaction. and excluding the Termination Date, by delivering to (i) Buyer shall confirm the terms of each a Transaction by issuing Notice, with a written confirmation copy to the Seller promptly after the parties enter into such Custodian, which Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Notice must be received by Buyer via facsimile or electronic mail on or prior to 5:00 2:00 p.m. (New York City time) on the date requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the related requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) The Repurchase/Release Date for each Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall not have occurred and be later than continuing, on the Termination requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Confirmation, Transaction Notice together with this AgreementAgreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sellsell to, repurchase from and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (v) No later than Seller shall deliver to the date and time set forth Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the Custodian MERS eRegistry to cause (i) the Asset File pertaining to each Eligible Asset Authoritative Copy of the related eNote to be purchased by delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer. , (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price may for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price Prices in funds immediately availableavailable in accordance with Section 10(b).

Initiation. On each Purchase Date, Administrative Agent (ifor the benefit of Buyers) will facilitate the purchase by Buyers from POP and PennyMac Holdings the Purchased Assets (accompanied by a pledge of the related Mortgage Loans that have been either originated by such Sellers or purchased by such Sellers from other originators). On the initial Purchase Date, PMC and POP have each pledged their rights in and to the REO Subsidiary Interests to Administrative Agent for the benefit of Buyers. From time to time, Seller shall deliver may request and Administrative Agent on behalf of Buyers may fund additional Purchase Price Increases in connection with the conveyance of REO Properties or Rental Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Administrative Agent on behalf of Committed Buyers to enter into Transactions and Purchase Price Increases with Sellers for an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions or Purchase Price Increases with Sellers for amounts exceeding the Maximum Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions or Purchase Price Increases with Sellers. Each Seller hereby acknowledges that, beyond the applicable Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction Request or Purchase Price Increase Requestpursuant to this Agreement. All Purchased Mortgage Loans and Contributed Assets shall exceed or meet the Underwriting Guidelines or Acquisition Guidelines, as applicable, to Buyer on and all Purchased Mortgage Loans and REO Property shall be serviced by a Seller or prior to Servicer, as applicable. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the date Leasing Criteria and time set forth in Section 4(b)(vii) prior to entering into any TransactionTenant Underwriting Criteria. Such Transaction Request or The aggregate Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold (adjusted for any Purchase Price Increases or reductions in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (Cas applicable) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction of then-outstanding Transactions shall not be later than exceed the Termination DateMaximum Purchase Price. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller From time to time, Lender shall make one or more loans (individually, each an “Advance” and collectively, the “Advances”) to Borrowers; provided that the amount of each such Advance (together with any Incremental Advances to be made on such date) is not less than $5,000,000. As soon as available, but in no event later than five (5) Business Days prior to a proposed Advance Date, Borrowers shall deliver to Lender a Transaction Preliminary Advance Request identifying the Rental Properties Borrowers seek to finance; provided that if Borrowers are seeking financing with respect to Rental Properties located in a New Market or Purchase Price Increase Requesta state other than states in which Financed Rental Properties are then currently located, as applicable, to Buyer on Borrowers shall deliver such Advance Request identifying such New Market or state not less than thirty (30) days prior to the date proposed Advance Date. Lender shall then conduct and time set forth Borrowers shall cooperate with and assist Lender in Section 4(b)(viiconducting due diligence to its good faith satisfaction, including a review of the Due Diligence Documents with respect to the Rental Properties included in such Preliminary Advance Request, to determine eligibility of such Rental Properties hereunder. Prior to Lender making any Advance, Borrowers shall deliver to Lender an Asset Schedule and an Advance Request as soon as available, but no later than five (5) Business Days prior to entering into the proposed Advance Date (or such lesser time as mutually agreed upon by Borrowers and Lender), and delivery of such Advance Request shall be deemed a representation and warranty that Borrowers have no actual knowledge of any Transactioninformation concerning the related Rental Properties that would reasonably be deemed to be material to a lender lending against such Rental Properties, which is not reflected in such file or other information or otherwise disclosed to Lender in writing. Such Transaction Request There shall be no material changes between a preliminary Asset Schedule and the Asset Schedule attached to the Advance Request, unless requested or Purchase Price Increase agreed to by Lender in its good faith discretion. Each Advance Request shall include an Asset Schedule with respect to the Underlying Assets Rental Properties proposed to be sold in such secure the requested TransactionAdvance. Buyer Lender shall have the right to review the information set forth on the Asset Schedule, the Underwriting Package and the proposed Rental Properties as Lender determines during normal business hours. Lender shall, at its option, either (i) confirm the terms of each Transaction the proposed Advance by issuing a written confirmation to Borrowers prior to the Seller promptly after the parties enter into such Transaction requested Advance Date in the form of Exhibit A attached hereto (a “Confirmation”). Such ) and such Confirmation shall set forth (A) the Purchase Advance Date, (B) the Purchase Priceaggregate Advance Amount, (C) the Repurchase/Release Repayment Date, (D) the Pricing Interest Rate applicable to the TransactionAdvance Amount, (E) the applicable Purchase Price PercentagesAdvance Rate, and (F) additional terms or conditions not inconsistent with this AgreementAgreement or (ii) reject the terms of the proposed Advance if one or more of the conditions precedent set forth in Sections 3(b)(ii) through (xxviii) are not satisfied. Seller Borrowers shall execute and return the Confirmation to Buyer Lender via facsimile or electronic e-mail on or prior to 5:00 12:00 p.m. (New York time) on the date related Advance Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than the second Business Day after the related Advance Date). Borrowers hereby agree not to deliver to Lender more than one (1) Business Day prior to the related Purchase DatePreliminary Advance Request or one (1) Advance Request per week. (ii) The Repurchase/Release Date for each Transaction shall not be later than Each Advance Request and Lender’s confirmation of the Termination Date. (iii) Each Confirmationterms of the related Advance, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(sAdvance(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (viii) No later than the date and time set forth in the Custodial Agreement, Seller Borrowers shall deliver to the Custodian the Asset Property File pertaining to each Eligible Asset to be purchased by BuyerRental Property securing an Advance. (viiv) Upon BuyerLender’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may aggregate Advance Amount will then be made available to Seller Borrowers by Buyer Lender transferring, via wire transfer to the an account designated by the SellerBorrowers, in the aggregate amount of such Purchase Price Advance Amounts in funds immediately available. (v) Subject to the terms and conditions hereof, and the satisfaction of the conditions precedent set forth in Section 3(b), amounts re-paid hereunder may be reborrowed as new Advances.

Initiation. (i) Unless otherwise agreed, the Sellers shall request that the Buyer enter into a Transaction with respect to any Eligible Mortgage Loans by delivering to the Buyer a copy of the applicable Assignment and Conveyance from the related Originator to the related Seller, and a Transaction Notice, as early as practicable, but no later than three (3) days prior to the proposed Purchase Date. Buyer shall have the right to review the information set forth on the Transaction Notice, Confirmation, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. For the avoidance of doubt, each Seller shall deliver one (1) Confirmation with respect to each type of Eligible Mortgage Loan subject to the proposed Transaction. (ii) Upon Seller’s request to enter into a Transaction Request or pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 and have been met, on the requested Purchase Price Increase RequestDate, as applicableBuyer may, in its sole discretion purchase the Eligible Mortgage Loans included in the related Confirmation pursuant to the terms of this Agreement. (iii) Any additional terms with respect to a Transaction that the Buyer and the related Seller may agree upon, such additional terms not to be inconsistent with the terms of this Agreement, shall be evidenced by a written confirmation from the Buyer to such Seller on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or requested Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction Date in the form of Exhibit A X-0, X-0, X-0 or A-4, as applicable, attached hereto (in each case, a “Confirmation”). Such Delivery of a Confirmation shall set forth (A) be deemed a representation and warranty that the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable related Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Confirmation or other information or otherwise disclosed to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this AgreementBuyer in writing. The related Seller shall execute and return the Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 12:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. The related Seller shall deliver a fully executed Assignment and Conveyance with respect to each Purchased Loan on each Purchase Date. In connection with a Margin Excess pursuant to Section 7(c) hereof, the Sellers shall deliver to Buyer a confirmation in the form of Exhibit E attached hereto in connection with the related Additional Purchase Price. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iiiiv) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the aggregate Purchase Price may for the related Transaction shall then be made available to the related Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price Prices in funds immediately available.

Initiation. (i) Seller shall deliver give Buyer and Custodian notice of the proposed Purchase Date, not later than three (3) Business Days in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by the Summary Diligence Materials, including, without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or Purchase Price Increase Requestthe computer fields are otherwise improperly aligned, as applicableBuyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, to Buyer on reformat the Asset Schedule or prior to properly align the date and time set forth in Section 4(b)(vii) prior to entering into any Transactioncomputer fields. Such Transaction Request or Purchase Price Increase Request and Confirmation shall include all information required by Buyer pursuant to Exhibit A to this Agreement. (ii) Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and the Summary Diligence Materials and an Asset Schedule with respect Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to the Underlying enter into a Transaction to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 21. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Percentage, the Repurchase/Release DateAsset Value, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price PercentagesRate, and (F) additional the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or conditions not inconsistent with otherwise adds terms to this Agreement. Seller , Buyer shall have no obligation to execute and/or deliver the Transaction Request and return the Confirmation to Buyer via facsimile Seller or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Dateenter into such Transaction. (iii) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 21, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights, and a first priority security interest in and to the Purchased Assets evidenced on the related Asset Schedule. (iv) Each Confirmation, Transaction Request and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible proposed Purchased Asset to be purchased by Buyer. (vivii) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior through the EverBank Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, [***] (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, [***] (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price, in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Underlying Purchased Assets to be sold in such requested Transaction. evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Available Committed Purchase Price, in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Underlying Purchased Assets to be sold in such requested Transaction. evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) On the initial Purchase Date, PMC and POP have each pledged their rights in and to the REO Subsidiary Interests to Buyer. The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Eligible Assets to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller Sellers promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase PricePrice or Purchase Price Increase, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Repurchase Agreement. Seller The Sellers shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York City time) on the date one (1) Business Day prior to the related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than 48 hours after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction (including Purchase Price Increases related to addition of Contributed Assets to the REO Subsidiary, from time to time) shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the Sellers no more than two (2) Business Days after the date the Confirmation was received by Sellers or unless a corrected Confirmation is sent by Buyer. An objection sent by the Sellers must state specifically the portion which is objected to, must specify the provision(s) being objected to by Sellers, must set forth such provision(s) in the manner that Sellers believe they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Sellers. (iv) Subject to the terms and conditions of this Agreement, during such period Seller any or all Sellers may sell, repurchase and resell Purchased AssetsEligible Mortgage Loans, Pledged Assets, Underlying Assets Eligible REO Properties and Eligible Assets Rental Properties hereunder. (v) No later than the date and time set forth in the Custodial Agreement, the applicable Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset made subject to be purchased by Buyera Transaction. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may or Purchase Price Increase, as applicable, will then be made available to Seller the Sellers by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price or Purchase Price Increase, as applicable, in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior through the EverBank Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date.. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) As soon as available, but in no event later than [***] Business Days prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase Request, as applicable(ii) an Asset Schedule, and (iii) any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. If each of the conditions precedent in this Section 3 hereof have been met as determined by Buyer in its sole discretion, Buyer shall (i) confirm the terms of each the proposed Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set setting forth (A) the Purchase DateDate therefor, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionRate, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (1) Business Day prior and in any event to arrive no later than the [***] after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to be purchased by Buyera Transaction. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the aggregate Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price Prices in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [***] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [***]. Following receipt of such request, Buyer shall include an Asset Schedule agree to enter into such requested Transaction, so long as (1) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller may additionally request that Buyer purchase a Principal Advance made with respect to a Purchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer at least [***] prior to the Underlying Assets requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, so long as (x) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be sold purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, Buyer shall fund the Purchase Price in respect of such requested additional Principal Advance in accordance with this Agreement. Any purchase by Buyer of a Principal Advance will increase the Purchase Price and Repurchase Price of the related Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the purchase of such Principal Advance and any such Principal Advance purchased by Buyer hereunder shall constitute part of the related Purchased Mortgage Loan. Buyer’s funding the Purchase Price of the Transaction pursuant to a Transaction Request and Seller’s acceptance thereof (or direction to pay to its designee), will constitute the parties agreement to enter into such Transaction. The Purchase Price for each Eligible Mortgage Loan will be made available to Seller by Buyer transferring, the aggregate amount of such Purchase Price to any applicable Warehouse Lender, to the Approved Originator (together with the additional amount due to such Approved Originator in connection with the purchase of such Mortgage Loan received from Seller) and if none, or for amounts in excess of amounts due to the Warehouse Lender, to or at the direction of the Seller. Upon remittance of the Purchase Price to Seller and/or Warehouse Lender, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation Confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the by [***] on each Purchase Date or Additional Advance Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Dateas applicable. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than [***] after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***] after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the earlier of (a) with respect to any Purchased Mortgage Loan that is a HomeSafe Standard, a HomeSafe Select or a HomeSafe Flex, [***] after the initial Purchase Date for such Transaction and (b) with respect to any Purchased Mortgage Loan, the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Mortgage Loan Schedule) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior through the Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case Buyer will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties’ agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. ; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller shall execute and return the Confirmation with respect to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Datesuch Transaction. (ii) The Repurchase/Release Date This Agreement is not a commitment by Xxxxx to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for each Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is not under any obligation to agree to enter into, or to enter into, any Transaction shall not be later than the Termination Datepursuant to this Agreement. (iii) Each ConfirmationThe information entered into the Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller [***] after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***] after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iv) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (v) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (vivii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). LEGAL02/41080625v5 LEGAL02/41080625v8 (viii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(viii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) The Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an a Purchased Asset Schedule with respect to the Underlying Eligible Assets to be sold in such requested Transaction. Buyer shall confirm During the terms of each Transaction by issuing a written confirmation to the Seller promptly after extension periods specified in Section 3(e) hereof, the parties hereto shall not enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Dateany new Transactions. (ii) Following receipt of a Transaction Request and a Purchased Asset Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence investigation of such Eligible Assets as Buyer determines. Upon completion of its review, Buyer shall in its sole discretion determine whether to purchase such Eligible Assets. (iii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period the Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in Section 3(b)(viii), the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by the Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to the Seller by the Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans (including any Advanced Holdback Amount related thereto), as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase Request, as applicable(ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall confirm have the terms of each right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction by issuing as Buyer determines during normal business hours. Seller shall deliver to Buyer a written confirmation Confirmation no later than [***] prior to the Seller promptly after the parties enter into a proposed Purchase Date and such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth for such Transaction (A) the Purchase Date, (B) the aggregate Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionPurchase Price, (E) the applicable Purchase Price PercentagesPercentage, (F) to the extent such requested Transaction relates to any Advanced Holdback Amount, the amount of such Advanced Holdback Amount together with such other information as requested by Buyer and (FG) additional terms or conditions not inconsistent with this Agreement, confirming the terms agreed upon between Buyer and Seller for such Transaction and attaching the final Asset Schedule, and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer shall, up to the Committed Purchase Price and, in excess thereof, may in its sole discretion, fund the related Purchase Price on the Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Confirmation. Seller shall execute and return the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to be purchased by Buyera Transaction. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) and subject to the provisions of this Section 43, the aggregate Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price Prices in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the EverBank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial AgreementSection 3(b)(vii), Seller shall deliver to Buyer (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) With respect to Underlying Assets proposed to be subject to a Transaction, Seller shall deliver deliver, or shall cause to be delivered (A) other than with respect to Simultaneously Funded Transactions and Wet-Ink Transactions, a Transaction Request or Purchase Price Increase Request, as applicable, and a preliminary Asset Schedule to Buyer on or prior to the date and time set forth in Section 4(b)(vii12:00 p.m. two (2) Business Days prior to entering into any Transaction. Such Transaction Request the Purchase Date or Purchase Price Increase Date and shall deliver, or shall cause to be delivered, a final Asset Schedule on or prior to 12:00 p.m. one (1) Business Day prior to the Purchase Date, and such Transaction Request shall include an a preliminary Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) with respect to Simultaneously Funded Transactions, a Transaction Request and Asset Schedule on or prior to 10:00 a.m. (New York City time) on the related Purchase PriceDate, and (C) the Repurchase/Release Datewith respect to Wet-Ink Transactions, (Dy) a Transaction Request and Asset Schedule to Buyer on or prior to 4:00 p.m. (New York City time) on the Pricing Rate applicable to the Transactionrelated Purchase Date and, (Ez) the applicable Purchase Price Percentagesfollowing receipt of preliminary approval of such Transaction Request from Buyer, such Transaction Request and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation Asset File to Buyer via facsimile or electronic mail through Mortgage Finance Online and to Custodian, in each case on or prior to 5:00 p.m. (New York City time) on the date one (1) Business Day prior related Purchase Date. Buyer shall have the right to review the information set forth on the Asset Schedule and the Underlying Assets proposed to be subject to a Transaction as Buyer determines during normal business hours. The terms of each Transaction shall be deemed confirmed by Buyer’s disbursement of the related Purchase Date. (ii) The Repurchase/Release Date for each Price in connection with the related Transaction shall not be later than Request with respect to such Underlying Assets. To the Termination Date. (iii) Each Confirmation, together extent that there are any additional terms or terms that conflict with this Agreement, such terms shall be conclusive evidence confirmed in writing by Buyer to Seller Parties. For the avoidance of doubt, all Transactions shall be deemed part of the terms of the Transaction(s) covered thereby. (iv) Subject Facility Pool unless allocated to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time a Discrete Pool as set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt related Pooling Addendum or in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available3(g) below.

Initiation. (i) Seller Sellers shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction, substantially in the form attached as Exhibit B hereto. The Transaction Request shall specify any additional terms or conditions of the Transaction agreed to by Sellers and Buyer and not inconsistent with this Agreement. Each Transaction Request, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Sellers with respect to the Transaction to which the Transaction Request relates, and Buyer's disbursement and any Seller's acceptance of the related proceeds shall constitute Buyer's and Sellers' agreement to the terms of such Transaction Request. It is the intention of the parties that each Transaction Request shall not be separate from this Agreement but shall be made a part of this Agreement. In the event that any terms or conditions of any Transaction Request are inconsistent, or in direct conflict, with this Agreement, the terms of this Agreement shall prevail; provided that the Transaction Request and this Agreement shall be construed to be cumulative to the extent possible. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller Sellers may sellsell to Buyer, repurchase from Buyer and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in Section 3(b)(vi), the Custodial Agreement, Seller Sellers shall deliver to the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller Sellers by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior to as specified in the date and time set forth in Section 4(b)(vii) Customer Guide prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer shall confirm Buyer’s funding the terms Purchase Price of each the Transaction by issuing a written confirmation to the Seller promptly after and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationWarehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. ‑4‑ (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than The delivery times and requirements for the date Mortgage Loan File as well as the timing and time operations for the remittance of Purchase Price shall all be as set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerCustomer Guide. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller From time to time, Lender shall make one or more loans (individually, each an “Advance” and collectively, the “Advances”) to Borrowers; provided that the amount of each such Advance (together with any Incremental Advances to be made on such date) is not less than $5,000,000. As soon as available, but in no event later than five (5) Business Days prior to a proposed Advance Date, Borrowers shall deliver to Lender a Transaction Preliminary Advance Request identifying the Rental Properties Borrowers seek to finance; provided that if Borrowers are seeking financing with respect to Rental Properties located in a New Market or Purchase Price Increase Requesta state other than states in which Financed Rental Properties are then currently located, as applicable, to Buyer on Borrowers shall deliver such Advance Request identifying such New Market or state not less than thirty (30) days prior to the date proposed Advance Date. Lender shall then conduct and time set forth Borrowers shall cooperate with and assist Lender in Section 4(b)(viiconducting due diligence to its good faith satisfaction, including a review of the Due Diligence Documents with respect to the Rental Properties included in such Preliminary Advance Request, to determine eligibility of such Rental Properties hereunder. Prior to Lender making any Advance, Borrowers shall deliver to Lender an Asset Schedule and an Advance Request as soon as available, but no later than five (5) Business Days prior to entering into the proposed Advance Date (or such lesser time as mutually agreed upon by Borrowers and Lender), and delivery of such Advance Request shall be deemed a representation and warranty that Borrowers have no actual knowledge of any Transactioninformation concerning the related Rental Properties that would reasonably be deemed to be material to a lender lending against such Rental Properties, which is not reflected in such file or other information or otherwise disclosed to Lender in writing. Such Transaction Request There shall be no material changes between a preliminary Asset Schedule and the Asset Schedule attached to the Advance Request, unless requested or Purchase Price Increase agreed to by Lender in its good faith discretion. Each Advance Request shall include an Asset Schedule with respect to the Underlying Assets Rental Properties proposed to be sold in such secure the requested TransactionAdvance. Buyer Lender shall confirm have the right to review the information set forth on the Asset Schedule, the Underwriting Package and the proposed Rental Properties as Lender determines during normal business hours. Borrowers shall deliver to Lender (i) the terms of each Transaction the proposed Advance by issuing delivering a written confirmation to Lender prior to the Seller promptly after the parties enter into such Transaction requested Advance Date in the form of Exhibit A attached hereto (a “Confirmation”). Such ) and such Confirmation shall set forth (A) the Purchase Advance Date, (B) the Purchase Priceaggregate Advance Amount, (C) the Repurchase/Release Repayment Date, (D) the Pricing Interest Rate applicable to the TransactionAdvance Amount, (E) the applicable Purchase Price PercentagesAdvance Rate, and (F) additional terms or conditions not inconsistent with this AgreementAgreement and Lender shall, at its option, either (i) confirm the terms of the proposed Advance on or prior to the requested Advance Date or (ii) reject the terms of the proposed Advance if one or more of the conditions precedent set forth in Sections 3(b)(ii) through (xxviii) are not satisfied. Seller Borrowers shall execute and return deliver the Confirmation to Buyer Lender via facsimile or electronic e-mail on or prior to 5:00 12:00 p.m. (New York time) on the date related Advance Date, with the executed original Confirmation to follow via overnight delivery (and in any event to arrive no later than the second Business Day after the related Advance Date). Borrowers hereby agree not to deliver to Lender more than one (1) Business Day prior to the related Purchase DatePreliminary Advance Request or one (1) Advance Request per week. (ii) The Repurchase/Release Date for each Transaction shall not be later than Each Advance Request and Lender’s confirmation of the Termination Date. (iii) Each Confirmationterms of the related Advance, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(sAdvance(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (viii) No later than the date and time set forth in the Custodial Agreement, Seller Borrowers shall deliver to the Custodian the Asset Property File pertaining to each Eligible Asset to be purchased by BuyerRental Property securing an Advance. (viiv) Upon BuyerLender’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may aggregate Advance Amount will then be made available to Seller Borrowers by Buyer Lender transferring, via wire transfer to the an account designated by the SellerBorrowers, in the aggregate amount of such Purchase Price Advance Amounts in funds immediately available. (v) Subject to the terms and conditions hereof, and the satisfaction of the conditions precedent set forth in Section 3(b), amounts re-paid hereunder may be reborrowed as new Advances.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the TIAA Bank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(v) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the TIAA Bank Warehouse Customer Guide. Following receipt of such request, Buyer may, for any Mortgage Loans not subject to the Committed Sublimit, and shall, for any Mortgage Loans subject to the Committed Sublimit, agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set TIAA Bank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the TIAA Bank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. Except with respect to the Committed Sublimit, this Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationTIAA Bank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the TIAA Bank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall will deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) above prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall will include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall will confirm the terms of each such Transaction by issuing sending a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Seller. Each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be is conclusive evidence of the terms of the Transaction(s) covered thereby. (ivii) If such Mortgage Loan to be sold in a requested Transaction is subject to the lien of a Warehouse Lender, Buyer has received from Seller (A) a Warehouse Lender’s Release and (B) the excess, if any, of the Warehouse Payoff Amount due such Warehouse Lender over the Purchase Price for such Mortgage Loan (“Warehouse Payoff Amount Shortage”). (iii) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreementabove, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) The applicable Seller shall deliver give Buyer, Collateral Administrator, Asset Manager, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, the applicable Seller shall request that Buyer enter into a Transaction Request or by furnishing to Buyer, Collateral Administrator, Asset Manager, and to Custodian as specified in the Custodial Agreement, a Transaction Request/Purchase Price Increase Requestand Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission, as applicableincluding, to without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by a Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer on shall provide written or prior electronic notice to the date applicable Seller describing such error and time set forth in Section 4(b)(vii) prior to entering into any Transactionsuch Seller shall correct the computer data, reformat the Eligible Assets or properly align the computer fields. Such Transaction Request or Request/Purchase Price Increase Request and Confirmation shall include an Asset Schedule with respect all information required by Buyer pursuant to Exhibit F to this Agreement. (ii) Following receipt of a Transaction Request/Purchase Price Increase and Confirmation (such Transaction Request/Purchase Price Increase and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform the Underlying applicable Seller of its election to enter into a Transaction to (1) purchase any Purchased Assets proposed to be sold to Buyer by such Seller hereunder or (2) permit the Mezzanine Subsidiary to acquire a Mezzanine Loan that is otherwise an Eligible Asset. (iii) Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer, or acquired by the Mezzanine Subsidiary, and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 17. Buyer or its designee shall conduct its diligence review within the following time frame beginning on the Business Day following receipt of the Complete Submission: in the case of a proposed Transaction of (i) up to five (5) Eligible Assets, fifteen (15) Business Days; (ii) more than five (5) but no more than twenty-five (25) Eligible Assets, twenty-five (25) Business Days, and (iii) more than twenty-five (25) Eligible Assets, a time frame to be mutually agreed upon by Buyer and the applicable Seller. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Increase, Purchase Price Percentage, the Repurchase/Release DateAsset Value, (D) the Pricing Rate Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request/Purchase Price Increase and Confirmation signed by the applicable Seller, and confirmed by Buyer by countersigning the Transaction Request/Purchase Price Increase and Confirmation, to be returned to the Transactionapplicable Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request/Purchase Price Increase and Confirmation is incomplete, (E) inconsistent with, or otherwise adds terms to the agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request/Purchase Price Increase and Confirmation to the applicable Seller or enter into such Transaction. (iv) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets or Mezzanine Subsidiary Assets, as applicable, in accordance with Section 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price Percentagesdoes not exceed the Maximum Committed Purchase Price, and (F) additional terms or conditions not inconsistent or, with the prior consent of Buyer, to the extent such Transaction would cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price, the Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and the applicable Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to the applicable Seller, such Seller shall execute hereby grants, assigns, conveys and return transfers all rights, and a first priority security interest in and to the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) Purchased Assets evidenced on the date one (1) Business Day prior to the related Purchase DateAsset Schedule. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iiiv) Each Confirmation, Transaction Request/Purchase Price Increase and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivvi) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (vvii) No later than the date and time set forth in the Custodial Agreement, the applicable Seller shall deliver to the Custodian the Asset File pertaining to each Eligible proposed Purchased Asset and Mezzanine Subsidiary Asset to be purchased by BuyerBuyer or to be subject to a Purchase Price Increase, as applicable. (viviii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may or Purchase Price Increase, as applicable, will then be made available to the applicable Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time. (ix) Upon (x) the sale of the Mezzanine Subsidiary Interests to Buyer as set forth herein and (y) the pledge of the Mezzanine Subsidiary Assets as set forth herein, and until termination of any related Transactions as set forth herein, ownership of the Mezzanine Subsidiary Interests is vested in the Buyer, and a first priority lien on the Mezzanine Subsidiary Assets is given to Buyer; provided, that legal title to each Mezzanine Subsidiary Asset shall be retained by the Mezzanine Subsidiary for servicing purposes, for the benefit of Buyer.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior as specified in the Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Asset Schedule submitted through the Warehouse Electronic System. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail Seller by the end of the day on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related each Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than a Wet Loan) to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 1:00 p.m. (New York City time) on the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price (and may enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price), in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all of its rights in and to the Underlying Assets to be sold in such requested Transaction. Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Requestthrough the Warehouse Electronic System to the Administrative Agent, as applicableand pursuant to the Custodial Agreement to the Custodian, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request shall include all information required by the Administrative Agent pursuant to the Warehouse Customer Guide and by the Custodian pursuant to the Custody Agreement. (A) If the Seller submits a Transaction Request and Mortgage Loan Schedule to the Administrative Agent and Custodian that are received prior to 2:00 p.m.. on the proposed Purchase Date, the Administrative Agent will submit to each Buyer such Transaction Request for purchase on such Purchase Date. If such documents are received after 2:00 p.m. on any Business Day, the Administrative Agent will submit to each Buyer such Transaction Request for purchase on the following Business Day (unless another Purchase Date is designated in such Transaction Request); provided that in its sole discretion TIAA may elect to fund such purchase on the Purchase Date as a Swing Line Transaction. (B) When a Transaction Request is received by the Administrative Agent for a Transaction to be funded on a Purchase Date, the Administrative Agent shall give notice electronically to each Buyer of the requested Transaction and that Buyer’s Funding Share thereof, by 3:00 p.m. on the Business Day when the requested Transaction is to be funded by the Buyers. If each Buyer agrees to fund its Funding Share, each Buyer shall cause its Funding Share to be transferred to the Administrative Agent in accordance with the Administrative Agent’s instructions, so that the Administrative Agent receives such Funding Share in immediately available funds within two hours after receiving such notice and in any case by 5:00 p.m. on such Business Day. The Administrative Agent shall transfer the sum of the Purchase Prices for the Transaction to the Funding Account and disburse the sum of the Purchase Prices for the Transaction to the Seller or to its designee(s) for their account. Each of Buyer’s funding the Purchase Price Increase Request shall include an Asset Schedule with respect of the Transaction and Seller’s acceptance thereof will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer The Administrative Agent shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that the Administrative Agent’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. (C) If TIAA elects to fund a purchase as a Swing Line Transaction, TIAA shall notify each Buyer no later than 10:00 a.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions with that Swing Line Refunding Due Date. The other Buyers may elect to fund their respective Funding Shares of such Swing Line Transactions so that (a) the Swing Line is paid down in full and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date (or the Termination Date if any Buyer elects not to refund its Funding Share) shall be due and payable by the Seller to the Administrative Agent (for distribution to TIAA) in the manner applicable to Regular Transactions but in no event later than the Termination Date. All amounts paid by the Buyers under this Section 3(d)(i)(A) shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to TIAA an amount equal to the sum of any Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding TIAA’s own Funding Share thereof); provided that if a Buyer other than TIAA advises the Administrative Agent by telephone and confirms by fax that such Buyer has placed its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay TIAA that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to TIAA; provided, further that in no event shall TIAA have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by TIAA and outstanding to exceed the Swing Line Limit. (D) This Agreement is not a commitment by any Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for the Buyers to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that no Buyer is under any obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationWarehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by the Administrative Agent no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by BuyerBuyers, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyers. (vi) Upon Buyerthe Administrative Agent’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer the Administrative Agent transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that the Administrative Agent transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to the Buyers the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver give Buyer, Collateral Administrator, Asset Manager, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyer enter into a Transaction by furnishing to Buyer, Collateral Administrator, Asset Manager, and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission, including, without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or Purchase Price Increase Requestthe computer fields are otherwise improperly aligned, as applicableBuyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, to Buyer on reformat the Eligible Assets or prior to properly align the date and time set forth in Section 4(b)(vii) prior to entering into any Transactioncomputer fields. Such Transaction Request or Purchase Price Increase Request and Confirmation shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Exhibit F to this Agreement. (ii) Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction to purchase any Purchased Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 17. Buyer or its designee shall conduct its diligence review within the following time frame beginning on the Business Day following receipt of the Complete Submission: in the case of a proposed Transaction of (i) up to five (5) Eligible Assets, fifteen (15) Business Days; (ii) more than five (5) but no more than twenty-five (25) Eligible Assets, twenty-five (25) Business Days, and (iii) more than twenty-five (25) Eligible Assets, a time frame to be mutually agreed upon by Buyer and Seller. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Percentage, the Repurchase/Release DateAsset Value, (D) the Pricing Rate applicable Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the Transactionagreement, (E) including any exceptions on the applicable Purchase Price PercentagesSchedule of Exceptions, Buyer shall have no obligation to execute and/or deliver the Transaction Request and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile Seller or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Dateenter into such Transaction. (iii) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price, or, with the prior consent of Buyer, to the extent such Transaction would cause the aggregate Purchase Price of all Transactions to exceed the Maximum Committed Purchase Price, the Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights, and a first priority security interest in and to the Purchased Assets evidenced on the related Asset Schedule. (iv) Each Confirmation, Transaction Request and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible proposed Purchased Asset to be purchased by Buyer. (vivii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans, as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase RequestNotice, as applicable(ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall confirm have the terms of each right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction by issuing as Buyer determines during normal business hours. Seller shall deliver to Buyer a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (each a “Confirmation”). Such ) no later than [***] prior to a proposed Purchase Date and such Confirmation shall set forth for such Transaction (A) the Purchase Date, (B) the aggregate Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionPurchase Price, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement, confirming the terms agreed upon between Buyer and Seller for such Transaction and attaching the final Asset Schedule, and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer may in its sole discretion, fund the related Purchase Price on the Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Confirmation. Seller shall execute and return the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to be purchased by Buyera Transaction. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the aggregate Purchase Price may then will be made available to Seller (x) with respect to each Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Buyer transferring, via wire transfer in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) and (y) with respect to each Wet-Ink Mortgage Loan, by Buyer transferring to the account designated by the Seller, in Disbursement Agent via wire transfer the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be refunded to Buyer on the same Business Day by Disbursement Agent transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Buyer a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).

Initiation. (i) Seller shall will deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) above prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall will include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase Eligible Mortgage Loans hereunder and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderenter into Transactions with respect to new Mortgage Loans with Buyer pursuant to the terms of this Agreement. (viii) No later than the date and time set forth in the Custodial Agreementabove, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (viiv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may then will be made available to Seller transferred by Buyer transferringBuyer, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable (i) with respect to Mortgage Loans for which a Warehouse Lender’s Release is delivered, to the Warehouse Lender (as defined in such Warehouse Lender’s Release), (ii) with respect to Mortgage Loans (other than Wet-Ink Mortgage Loans) for which a Seller’s Release is delivered, to the Seller or (iii) with respect to Wet-Ink Mortgage Loans, to the Settlement Agent. Notwithstanding anything to the contrary set forth herein, to the extent the Purchase Price will be funding a third party, Buyer may require Seller to make available certain funds necessary to account for the full price owed to such third party before Buyer shall remit such Purchase Price. Any shortfall between the Purchase Price remitted to such third party and the full price to be remitted to such third party to effectuate a full funding, release of lien or conveyance for the purchase of Mortgage Loans shall be remitted to the Operating Account by Seller and may be withdrawn by Buyer in order to fund such shortfall.

Initiation. (i) Seller shall Sellers will deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) above prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall will include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller Sellers may sell, repurchase Eligible Mortgage Loans hereunder and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderenter into Transactions with respect to new Mortgage Loans with Buyer pursuant to the terms of this Agreement. (viii) No later than the date and time set forth in the Custodial Agreementabove, Seller Sellers shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (viiv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may then will be made available to Seller transferred by Buyer transferringBuyer, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable (A) with respect to Mortgage Loans for which a Warehouse Lender’s Release is delivered, to the Warehouse Lender (as defined in such Warehouse Lender’s Release), (B) with respect to Mortgage Loans (other than Wet-Ink Mortgage Loans or Correspondent Mortgage Loans) for which a Sellers’ Release is delivered, to the Sellers, (C) with respect to Wet-Ink Mortgage Loans, to the Settlement Agent, (D) with respect to Correspondent Mortgage Loans for which there is no existing Warehouse Lender and a Seller’s Release is delivered, to PMC, and (E) with respect to Correspondent Mortgage Loans for which a bailee letter from the Correspondent Mortgage Lender or its designee or other evidence of release, in each case, in form and substance acceptable to Buyer in its good faith discretion is delivered, to the party as detailed in the related bailee letter or Transaction Request, as applicable. Notwithstanding anything to the contrary set forth herein, to the extent the Purchase Price will be funding a third party, Buyer may require Sellers to make available certain funds necessary to account for the full price owed to such third party before Buyer shall remit such Purchase Price. Any shortfall between the Purchase Price remitted to such third party and the full price to be remitted to such third party to effectuate a full funding, release of lien or conveyance for the purchase of Mortgage Loans shall be remitted to the Operating Account by Sellers and may be withdrawn by Buyer in order to fund such shortfall.

Initiation. (i) The Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Transaction Mortgage Loans to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation and shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, and (E) the applicable Purchase Price Percentages. If each of the conditions precedent in this Section 3 hereof have been met as determined by Buyer, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to may, in its sole discretion, fund the related Purchase DatePrice on the requested Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Transaction Request. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each ConfirmationTransaction Request, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderMortgage Loans. (v) No later than In connection with each Transaction, Seller shall cause a fully executed and completed Participation Certificate to be issued and delivered to the date Custodian for authentication and time set forth in delivery of a copy thereof to Buyer on or before the Purchase Date. Pursuant to the Custodial Agreement, Seller Custodian shall hold the Participation Certificate for the exclusive use and benefit of Buyer, as Buyer’s bailee, and shall deliver a facsimile copy of the Participation Certificate to Buyer upon authentication. The Participation Certificate shall evidence the entire Pooled Loan Ownership Interest in the Pooled Loan. The Participation Certificate shall, by its terms, cease to evidence a Pooled Loan Ownership Interest (i) (A) with respect to any Agency Security issued by Gxxxxx Mxx, when Buyer is registered as the registered owner of such Security on Gxxxxx Mae's central registry and (B) with respect to any Agency Security issued by Fxxxxx Mxx or Fxxxxxx Mac, the later to occur of (x) the issuance of the related Agency Security and (y) the transfer of all of the right, title and ownership interest in that Agency Security to Buyer or its designee; or (ii) in the event of a Securities Issuance Failure, a purchase of the entire Participation Certificate by Seller in an amount equal to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerRepurchase Price. (vi) In the event that Buyer rejects a Transaction Request for any reason and/or does not transmit the Purchase Price, (i) any Participation Certificate delivered to Custodian in anticipation of such purchase shall automatically be null and void and shall be returned by Custodian to Seller and (ii) if Buyer shall nevertheless receive any portion of the related Take-out Price, Buyer shall pay such Take-out Price to Seller in accordance with Seller’s Wire Instructions on the date of receipt thereof by Buyer if Buyer receives such portion of the Take-out Price prior to 1:00 p.m., New York City time and otherwise, on the next Business Day. (vii) Upon Buyer’s receipt of the Trust Receipt Participation Certificate in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to the Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available. (viii) The terms and conditions of the purchase of each Participation Certificate shall be as set forth in this Agreement and in each Participation Certificate. Each Participation Certificate shall be deemed to incorporate, and Seller shall be deemed to make as of the applicable dates specified herein, for the benefit of Buyer, the representations and warranties set forth herein in respect of such Participation Certificate and the Mortgage Loans evidenced by such Participation Certificate. (ix) Buyer and any transferee under the Participation Certificate shall be entitled during the term in which a Participation Certificate remains in force and effect to sell, transfer, assign, pledge, or otherwise dispose of such Participation Certificate in accordance with the terms of the Custodial Agreement, all without the consent of Seller. Seller agrees to treat any registered holder of the Participation Certificate as the sole beneficial owner of the Pooled Loans evidenced thereby, all as further provided in the Custodial Agreement.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) (or 3(b)(x) with respect to Wet-Ink Mortgage Loans) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller the Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreement, The applicable Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by Buyerthe Buyer in accordance with (A) Section 3(b)(vii), with respect to Mortgage Loans other than Wet-Ink Mortgage Loans and Repurchased Mortgage Loans, (B) Section 3(b)(x), with respect to Wet-Ink Mortgage Loans and (C) Section 3(b)(xv) with respect to Repurchased Mortgage Loans. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller the Sellers by the Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available. (vi) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) The conditions set forth in subsection (b)(x) of this Section shall have been satisfied. (B) The full amount of the Estimated Purchase Price shall be deemed to have been made on the Purchase Date for all purposes hereunder. (C) Upon receipt of the final Wiring Schedule with respect to any Purchase Date, the Buyer shall determine the amount, if any, by which the Estimated Purchase Price deposited in the Wet-Ink Funding Account exceeds the Actual Purchase Price (such amount, the “Overestimate Amount”). The Buyer shall cause the Disbursement Agent to promptly wire such Overestimate Amount directly to the Buyer as a prepayment of the Transaction made on such Purchase Date.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the MetLife Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets MetLife Warehouse Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set MetLife Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller ; provided that Buyer’s failure to enter the information into the MetLife Warehouse Electronic System shall execute and return not affect the Confirmation obligations of Sellers to Buyer via facsimile or electronic mail on or prior make any payment due with respect to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Datesuch Transaction. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationMetLife Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the applicable Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by the applicable Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by such Seller, must set forth such provision(s) in the manner that such Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that a Seller accepts funding of the Transaction, Sellers shall be deemed to have consented to the terms of the Transaction as set forth in the MetLife Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller prior to the Termination Date Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in Section 3(b)(vii), the Custodial Agreement, applicable Seller shall deliver to Buyer the Custodian the Asset (x) Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to the applicable Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Sellers under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Sellers, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof, if (x) on the related scheduled Purchase Date or within 2 Business Days thereafter such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest (A) at the Pricing Rate which would have been applicable had such Mortgage Loan become a Purchased Mortgage Loan, from the date so transferred until demand, and (B) unless earlier paid in full, from and after demand, until paid in full, at the Post-Default Rate.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date Administrative Agent through the Warehouse Electronic System as specified in the TIAA Bank Warehouse Customer Guide and time set forth to Custodian as specified in Section 4(b)(vii) the Custodial Agreement prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by the Administrative Agent pursuant to the Underlying Assets TIAA Bank Warehouse Customer Guide and by Custodian pursuant to be sold the Custodial Agreement. Following receipt of such request, Buyers, through the Administrative Agent, may in their sole discretion agree to enter into such requested Transaction, in which case Buyers, through the Administrative Agent will fund the Purchase Price therefor as contemplated in this Agreement. Buyer Buyers’ funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Buyers, through the Administrative Agent shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set TIAA Bank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. ; provided that Administrative Agent’s failure to enter the information into the TIAA Bank Warehouse Electronic System shall not affect the obligations of Seller shall execute and return the Confirmation with respect to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Datesuch Transaction. (ii) The Repurchase/Release Date This Agreement is not a commitment by any Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for each the Buyers to enter into Transactions with Seller. Seller hereby acknowledges that no Buyer is under any obligation to agree to enter into, or to enter into, any Transaction shall not be later than the Termination Datepursuant to this Agreement. (iii) Each ConfirmationThe information entered into the Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by the Administrative Agent no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iv) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (v) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by BuyerBuyers, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyers; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of the Administrative Agent’s and Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Administrative Agent, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (vivii) Upon Buyerthe Administrative Agent’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer the Administrative Agent transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (viii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that the Administrative Agent transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to the Buyers the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(viii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver give Buyer, Collateral Administrator, Facility Administrative Agent, and Custodian notice of the proposed Purchase Date, not later than 11:00 a.m., New York time, five (5) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyer enter into a Transaction by furnishing to Buyer, Collateral Administrator, Facility Administrative Agent, and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission, including, without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or Purchase Price Increase Requestthe computer fields are otherwise improperly aligned, as applicableBuyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, to Buyer on reformat the Eligible Assets or prior to properly align the date and time set forth in Section 4(b)(vii) prior to entering into any Transactioncomputer fields. Such Transaction Request or Purchase Price Increase Request and Confirmation shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Exhibit F to this Agreement. (ii) Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, inform Seller of its election to enter into a Transaction to purchase any Purchased Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 17. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Percentage, the Repurchase/Release DateAsset Value, (D) the Pricing Rate applicable Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the Transactionagreement, (E) Buyer shall have no obligation to execute and/or deliver the applicable Purchase Price Percentages, Transaction Request and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile Seller or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Dateenter into such Transaction. (iii) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 17, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights, and a first priority security interest in and to the Purchased Assets evidenced on the related Asset Schedule. (iv) Each Confirmation, Transaction Request and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible proposed Purchased Asset to be purchased by Buyer. (vivii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction, substantially in the form attached as Exhibit B hereto. The Transaction Request shall specify any additional terms or conditions of the Transaction agreed to by Seller and Buyer and not inconsistent with this Agreement. Each Transaction Request, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Transaction Request relates, and Buyer’s disbursement and Seller’s acceptance of the related proceeds shall constitute Buyer’s and Seller’ agreement to the terms of such Transaction Request. It is the intention of the parties that each Transaction Request shall not be separate from this Agreement but shall be made a part of this Agreement. In the event that any terms or conditions of any Transaction Request are inconsistent, or in direct conflict, with this Agreement, the terms of this Agreement shall prevail; provided that the Transaction Request and this Agreement shall be construed to be cumulative to the extent possible. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sellsell to Buyer, repurchase from Buyer and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may shall then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable funds.

Initiation. If any claim shall be made against a Tax Indemnitee or if any proceeding shall be commenced against a Tax Indemnitee (iincluding a written notice of such proceeding) Seller for any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Section 9, such Tax Indemnitee shall, within 20 days of the commencement or notification of the commencement of such claim or proceeding, notify the Lessee in writing and, if practicable, shall deliver a Transaction Request not take any action with respect to such claim, proceeding or Purchase Price Increase RequestTax without the prior written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided however, as applicablethat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulations to Buyer on or take action prior to the date end of such 30-day period, such Tax Indemnitee shall in such notice to the Lessee, so inform the Lessee, and time set forth in Section 4(b)(vii) prior to entering into such Tax Indemnitee shall not take any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule action with respect to such claim, proceeding or Tax without the Underlying Assets written consent of Lessee (such consent not to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly unreasonably withheld or unreasonably delayed) for 10 days after the parties enter into receipt of such Transaction in notice by the form of Exhibit A attached hereto (Lessee unless the Tax Indemnitee shall be required to take a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms prescribed action by law or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day regulations prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction end of such 10 day period; and provided, further, that such Tax Indemnitee's failure to notify the Lessee promptly of such written claim shall not be later than relieve the Termination DateLessee of any obligation to indemnify such Tax Indemnitee hereunder unless such failure effectively precludes the Lessee from contesting such claim. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer The Agent on or prior to behalf of the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Buyers purchased the REO Subsidiary Interests with respect to the Underlying Assets REO Subsidiary. As soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Agent (i) a Transaction Request, (ii) an Asset Schedule, and (iii) any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase and the proposed REO Properties to be sold transferred to the REO Subsidiary, the material characteristics of such Mortgage Loan(s) and REO Properties and the characteristics of the Purchased Assets. Seller shall also deliver to Agent such other information as may be reasonably requested by the Agent to assess such Mortgage Loan(s) and REO Properties. Seller shall involve Agent in such requested Transactionall aspects of due diligence as Agent shall deem necessary in its sole discretion. Buyer Agent shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans and Eligible REO Properties proposed to be subject to a Transaction as Agent determines during normal business hours. If each of the conditions precedent in this Section 3 have been met as determined by Agent in its sole discretion, Agent shall confirm the terms of each the proposed Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set setting forth (A) the Purchase DateDate therefor, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionRate, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer Agent via facsimile or electronic e-mail on or prior to 5:00 p.m. to[***] (New York City time) on the date one related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (1) Business Day prior and in any event to arrive no later than the [***] after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan or REO Property made subject to be purchased by Buyera Transaction. (viv) Upon BuyerAgent’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the aggregate Purchase Price may then will be made available to Seller Seller, with respect to each (x) Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Agent’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Buyer Agent transferring, via wire transfer in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) hereof and (y) Wet-Ink Mortgage Loan, by Agent transferring to the account designated by Disbursement Agent via wire transfer pursuant to the Seller, in Wire Instructions the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be refunded to Agent on the same Business Day by Disbursement Agent transferring, via wire transfer pursuant to Agent’s Wire Instructions, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Agent a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, [***] on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, [***] on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Underlying Assets Authoritative Copy of the related eNote to be sold delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be LEGAL02/44212932v3 transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (iii) Following receipt of such request, Xxxxx shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Xxxxx’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject thereby unless objected to the terms and conditions of this Agreement, during such period in writing by Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than no more [***] after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more [***]after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior as specified in the Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the Customer Guide. Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price Increase Request does not exceed the Maximum Committed Purchase Price, in which case Buyer shall include an fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Asset Schedule with respect to submitted through the Underlying Assets to be sold in such requested TransactionWarehouse Electronic System. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail Seller by the end of the day on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related each Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than a Wet Loan) to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(viiWet Delivery Deadline. (iii) prior Following receipt of such request, Buyer may agree to entering enter into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Underlying Assets Authoritative Copy of the related eNote to be sold delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced LEGAL02/40558019v11 on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (ia) Seller shall deliver initiate a Transaction by delivering to Buyer, electronically or in writing, a Transaction Request or Purchase Price Increase Request, as applicable, and a Collateral Data Record for each Mortgage Loan subject to Buyer the Transaction Request on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateDeadline; provided, (B) the Purchase Pricehowever, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. that Seller shall execute and return the Confirmation use reasonable efforts to provide Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date at least one (1) Business Day prior notice if Seller intends to initiate a Transaction where the aggregate Purchase Price of the Mortgage Loans subject to the related Purchase DateTransaction will be equal to or greater than fifty million dollars ($50,000,000). Thereafter, Buyer shall confirm to Seller the terms of such Transaction electronically or in writing. If Seller fails to consummate the Transaction after Seller has submitted a Collateral Data Record(s) in connection with such Transaction, Seller shall reimburse Buyer for any out-of-pocket losses, costs and expenses incurred by Buyer in connection with such failure to consummate the Transaction, including, without limitation, costs relating to re-employment of funds obtained by Buyer and fees payable to terminate the arrangements through which such funds were obtained. In addition, if Buyer has disbursed any funds in connection with any Transaction and Seller cancels or otherwise fails to consummate the Transaction, Seller shall pay Buyer interest on such funds from the date of disbursement until, but not including, the date the funds are returned to Buyer. (iib) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date[intentionally left blank]. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivc) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (vd) No Except for Wet Mortgage Loans, no later than the date and time set forth in the Custodial AgreementTransaction Request Deadline, Seller shall deliver to the Custodian the Asset File Collateral Documents pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. With respect to Wet Mortgage Loans, Seller shall deliver the Collateral Documents to Custodian within the Wet Loans Maximum Dwell Time. (vie) Upon BuyerSubject to Seller’s receipt of the Trust Receipt in accordance compliance with the Custodial Agreement and subject to the provisions of this Section 43.3, the Purchase Price may will then be made available to Seller the related Approved Payee on the related Purchase Date by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior to as specified in the date and time set forth in Section 4(b)(vii) Customer Guide prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer shall confirm Buyer’s funding the terms Purchase Price of each the Transaction by issuing a written confirmation to the Seller promptly after and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationWarehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than The delivery times and requirements for the date Mortgage Loan File as well as the timing and time operations for the remittance of Purchase Price shall all be as set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerCustomer Guide. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [*] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [*]. Following receipt of such request, Buyer shall include an Asset Schedule agree to enter into such requested Transaction, so long as (1) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller may additionally request that Buyer purchase a Principal Advance made with respect to a Purchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer at least [*] prior to the Underlying Assets requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, so long as (x) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be sold purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, Buyer shall fund the Purchase Price in respect of such requested additional Principal Advance in accordance with this Agreement. Any purchase by Buyer of a Principal Advance will increase the Purchase Price and Repurchase Price of the related Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the purchase of such Principal Advance and any such Principal Advance purchased by Buyer hereunder shall constitute part of the related Purchased Mortgage Loan. Buyer’s funding the Purchase Price of the Transaction pursuant to a Transaction Request and Seller’s acceptance thereof (or direction to pay to its designee), will constitute the parties agreement to enter into such Transaction. The Purchase Price for each Eligible Mortgage Loan will be made available to Seller by Buyer transferring, the aggregate amount of such Purchase Price to any applicable Warehouse Lender, to the Approved Originator (together with the additional amount due to such Approved Originator in connection with the purchase of such Mortgage Loan received from Seller) and if none, or for amounts in excess of amounts due to the Warehouse Lender, to or at the direction of the Seller. Upon remittance of the Purchase Price to Seller and/or Warehouse Lender, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring[*] on each Purchase Date or Additional Advance Date, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableas applicable.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the TIAA Bank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the TIAA Bank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set TIAA Bank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the TIAA Bank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Xxxxx to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationTIAA Bank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***]Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the TIAA Bank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Sellers shall provide notice to Buyer at the end of each Business Day of its best estimation of the number and dollar amount of Transaction Requests to be submitted on the following Business Day, it being understood that if more than twelve (12) Transaction Requests are delivered on a single Business Day or the dollar amount of such Transaction requests is greater in the aggregate than 25% of Sellers’ estimation, the Buyer will use reasonable efforts to effectuate such Transactions (subject to Buyer’s right to decline such Transactions in its discretion) but shall be under no obligation to do so; (ii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans, by 3:00 p.m. (eastern standard time) on the related Purchase Date, a Seller shall have delivered a Transaction Request relating to the Wet-Ink Mortgage Loans for which a Transaction is requested; (iii) With respect to Transactions the subject of which are Mortgage Loans other than Wet-Ink Mortgage Loans, a Seller shall deliver or cause to be delivered the related Transaction Requests and Mortgage Loan Servicing Report to Buyer and Mortgage Files to the Custodian in accordance with the Custodial Agreement as follows: (A) if 40 or fewer such Mortgage Loans are requested to be purchased on a Purchase Date, such deliveries shall be prior to 11:00 a.m. (eastern standard time) on such requested Purchase Date; (B) if between 40 and 150 such Mortgage Loans are requested to be purchased on a Purchase Date, such deliveries shall be prior to 11:00 a.m. (eastern standard time) on the Business Day immediately preceding such requested Purchase Date; and (C) if more than 150 such Mortgage Loans are requested to be purchased on a Purchase Date, such deliveries shall be prior to 11:00 a.m. (eastern standard time) on the second Business Day preceding such requested Purchase Date; (iv) In the event that such Transaction Request contains (A) incomplete data, (B) to Buyer’s knowledge, inaccurate data or Purchase Price Increase (C) is not formatted properly, Buyer shall provide written or electronic notice to Sellers describing such error and Sellers shall correct such error and resubmit the Transaction Request, as applicable, . A Transaction Request with respect to Buyer on or prior any Mortgage Loan shall not be deemed to be delivered until a complete and correct Mortgage Loan Schedule has been received by Buyer. (v) Each Transaction Request delivered by a Seller hereunder shall constitute a certification by Sellers that all the date and time conditions set forth in Section 4(b)(vii3(b) prior (other than Section 3(b)(v)) have been satisfied (both as of the date of Transaction Request and as of the date of the related Transaction). (vi) Following receipt of such request, Buyer may agree to entering enter into any such requested Transaction or may notify Sellers of its intention not to enter into such Transaction. Such Transaction Request or Subject to the provisions of this Section 3, the Purchase Price Increase Request shall include an Asset Schedule will be made available to Sellers by Buyer transferring immediately available funds in the aggregate amount of such Purchase Price in accordance with respect to the Underlying Assets to be sold in Wiring Instructions. The funding of such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of Buyer entering into, and the terms of the Transaction(srequested Transaction unless objected to by a Seller within two (2) covered therebyBusiness Days. In the event of an Exception Mortgage Loan, Buyer shall specify the terms of such proposed Transaction in an Exception Loan Confirmation to be delivered to Sellers on or prior to the date of the Transaction. Such Exception Loan Confirmation, together with the terms of this Repurchase Agreement shall constitute conclusive evidence of the terms agreed between Buyer and Sellers with respect to the Transaction described therein. In the event of a conflict between the Exception Loan Confirmation and this Repurchase Agreement, the terms of the Exception Loan Confirmation shall govern with respect to the related Transaction. In any event, a Seller’s acceptance of the related proceeds shall constitute Sellers’ agreement to the terms of a Transaction. (ivvii) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (vviii) No With respect to each Wet-Ink Mortgage Loan, by no later than the date and time set forth in seventh (7th) Business Day following the Custodial Agreementapplicable Purchase Date, a Seller shall deliver have delivered to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the terms of the Custodial Agreement Agreement. (ix) Each Seller hereby designates and subject authorizes the Buyer to act pursuant to the provisions terms of the Irrevocable Instruction Letter which shall include the authority of the Buyer to give exclusive instructions to the Bank with respect to the Settlement Account and the Disbursement Account, including without limitation the movement of funds to effect disbursements, to pay the Repurchase Price, fees and Expenses and other Obligations owing from time to time by the Sellers hereunder including without limitation those obligations set forth in Sections 16 and 19 of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableRepurchase Agreement.

Initiation. (i) Each Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to 4:00 p.m. (Central time) on the date and time set forth in Section 4(b)(vii) prior Seller wishes to entering enter into any a Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Purchased Mortgage Loan Report and a Mortgage Loan Schedule with respect to the Underlying Assets to (which shall also be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer delivered via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase DateBuyer’s Mortgage Banking Warehouse Services Division). (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination date which is 364 days after the related Purchase Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller the Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (iv) In no event shall a Transaction be entered into when the Repurchase Date for such Transaction would be later than the Termination Date. (v) No later than the date and time set forth in the Custodial Agreement, Seller The Sellers shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by BuyerMortgage Loan in accordance with the terms of the Custodial Agreement. (vi) Upon Once per calendar month on the first Purchase Date of such calendar month, with respect to all requested Transactions and all related Purchased Mortgage Loans, the Sellers shall designate all such Purchased Mortgage Loans as either Low Purchase Price Mortgage Loans, Medium Purchase Price Mortgage Loans or High Purchase Price Mortgage Loans. In the event that Seller fails to make such designation, the Purchase Price election set forth above will not be available and all Purchased Mortgage Loans in such calendar month shall be treated as Low Purchase Price Mortgage Loans. (vii) Once per month during any calendar month and with respect to all High Purchase Price Mortgage Loans or Medium Purchase Price Mortgage Loans, Sellers may, by prior written notice to Buyer’s receipt , elect to transfer cash to the account of Buyer specified in Section 9; provided that such cash is sufficient to cause the Trust Receipt in accordance with the Custodial Agreement and subject Purchase Price of such High Purchase Price Mortgage Loans or Medium Purchase Price Mortgage Loans, recalculated to include such cash, low enough to classify such High Purchase Price Mortgage Loans as Medium Purchase Price Mortgage Loans or Low Purchase Price Mortgage Loans or such Medium Purchase Price Mortgage Loans as Low Purchase Price Mortgage Loans. Any amounts so transferred shall be allocated to all High Purchase Price Mortgage Loans to effect such recalculation. (viii) Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller the Sellers by the Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [*] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [*]. Following receipt of such request, Buyer shall include an Asset Schedule with respect agree to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm , so long as (1) each of the terms of each Transaction by issuing a written confirmation conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the Seller promptly after requested Transaction the parties enter into such Transaction in aggregate outstanding Purchase Price does not exceed the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Maximum Aggregate Purchase Price, (C) in which case Buyer shall fund the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller shall execute and return the Confirmation may additionally request that Buyer purchase a Principal Advance made with respect to a Purchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day at least [*] prior to the requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, so long as (x) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Date.Price does not exceed the Maximum Aggregate Purchase Price, Buyer shall fund the Purchase Price in respect of such additional Principal Advance in accordance with this Agreement. Any purchase by Buyer of a Principal Advance will increase the Purchase Price and Repurchase Price of the related Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than [*] after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Xxxxx’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [*] after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the earlier of (a) with respect to any Purchased Mortgage Loan that is a HomeSafe Standard, a HomeSafe Select or a HomeSafe Flex, [*] after the initial Purchase Date for such Transaction and (b) with respect to any Purchased Mortgage Loan, the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (vi) Upon BuyerXxxxx’s receipt of the Trust Receipt (accompanied by a Custodial Mortgage Loan Schedule) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i1) Seller shall deliver give Buyer and Custodian notice of the proposed Purchase Date, not later than three (3) Business Days in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by the Summary Diligence Materials, including, without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or Purchase Price Increase Requestthe computer fields are otherwise improperly aligned, as applicableBuyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, to Buyer on reformat the Asset Schedule or prior to properly align the date and time set forth in Section 4(b)(vii) prior to entering into any Transactioncomputer fields. Such Transaction Request or Purchase Price Increase Request and Confirmation shall include all information required by Buyer pursuant to Exhibit A to this Agreement. (2) Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and the Summary Diligence Materials and an Asset Schedule with respect Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to the Underlying enter into a Transaction to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 21. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Percentage, the Repurchase/Release DateAsset Value, (D) the Pricing Rate Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller, and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to be returned to Seller by the end of the day on each Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to this Agreement, Buyer shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to Seller or enter into such Transaction. (3) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Purchased Assets in accordance with Section 21, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the Transaction, (E) requested Transaction the applicable aggregate outstanding Purchase Price Percentagesdoes not exceed the Maximum Aggregate Purchase Price, and (F) additional terms or conditions not inconsistent in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller shall execute hereby grants, assigns, conveys and return transfers all rights, and a first priority security interest in and to the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) Purchased Assets evidenced on the date one (1) Business Day prior to the related Purchase DateAsset Schedule. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii4) Each Confirmation, Transaction Request and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv5) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (v6) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible proposed Purchased Asset to be purchased by Buyer. (vi7) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 11:00 a.m., New York time.

Initiation. On each Purchase Date, Buyer will purchase from POP and PennyMac Holdings the Purchased Assets (i) accompanied by a pledge of the related Mortgage Loans that have been either originated by such Sellers or purchased by such Sellers from other originators). On the initial Purchase Date, PMC and POP have each pledged their rights in and to the REO Subsidiary Interests to Buyer. From time to time, Seller shall deliver may request and Buyer may fund additional Purchase Price Increases in connection with the conveyance of REO Properties or Rental Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Buyer to enter into Transactions and Purchase Price Increases with Sellers for an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Buyer to enter into Transactions or Purchase Price Increases with Sellers for amounts exceeding the Maximum Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions or Purchase Price Increases with Sellers. Each Seller hereby acknowledges that, beyond the applicable Maximum Committed Purchase Price, Buyer is under no obligation to agree to enter into, or to enter into, any Transaction Request or Purchase Price Increase Requestpursuant to this Agreement. All Purchased Mortgage Loans and Contributed Assets shall exceed or meet the Underwriting Guidelines or Acquisition Guidelines, as applicable, to Buyer on and all Purchased Mortgage Loans and REO Property shall be serviced by a Seller or prior to Servicer, as applicable. All Rental Properties shall be managed by a Property Manager and shall exceed or meet the date Leasing Criteria and time set forth in Section 4(b)(vii) prior to entering into any TransactionTenant Underwriting Criteria. Such Transaction Request or The aggregate Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold (adjusted for any Purchase Price Increases or reductions in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (Cas applicable) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction of then-outstanding Transactions shall not be later than exceed the Termination DateMaximum Purchase Price. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) (or 3(b)(x) with respect to Wet-Ink Mortgage Loans) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller the Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreement, The applicable Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by Buyerthe Buyer in accordance with (A) Section 3(b)(vii), with respect to Mortgage Loans other than Wet-Ink Mortgage Loans, and (B) Section 3(b)(x), with respect to Wet-Ink Mortgage Loans. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject Subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller the Sellers by the Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available. (vi) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) The conditions set forth in subsection (b)(x) of this Section shall have been satisfied. (B) The full amount of the Estimated Purchase Price shall be deemed to have been made on the Purchase Date for all purposes hereunder. (C) Upon receipt of the final Wiring Schedule with respect to any Purchase Date, the Buyer shall determine the amount, if any, by which the Estimated Purchase Price deposited in the Wet-Ink Funding Account exceeds the Actual Purchase Price (such amount, the “Overestimate Amount”). The Buyer shall cause the Disbursement Agent to promptly wire such Overestimate Amount directly to the Buyer as a prepayment of the Transaction made on such Purchase Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the EverBank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set EverBank Warehouse Electronic System, including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver give Buyer and Custodian notice of the proposed Purchase Date, not later than 2:00 p.m., New York time, ten (10) Business Days’ in advance of the proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyer enter into a Transaction by furnishing to Buyer and to Custodian as specified in the Custodial Agreement, a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission, including, without limitation, a proposed Asset Schedule. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or Purchase Price Increase Requestthe computer fields are otherwise improperly aligned, as applicableBuyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, to Buyer on reformat the Eligible Assets or prior to properly align the date and time set forth in Section 4(b)(vii) prior to entering into any Transactioncomputer fields. Such Transaction Request or Purchase Price Increase Request and Confirmation shall include an Asset Schedule with respect all information required by Buyer pursuant to Exhibit F to this Agreement. (ii) Following receipt of a Transaction Request and Confirmation (such Transaction Request and Confirmation shall be free of any erroneous computer data and improperly formatted information as described in Section 3(c)(i) above) and a Complete Submission, Buyer shall, as hereinafter provided, promptly (but in all events prior to the Underlying contemplated Purchase Date) inform Seller of its election to enter into a Transaction to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer or its designee shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence of such Eligible Assets as Buyer determines in such requested Transactionaccordance with Section 17 hereof. Upon completion of its review, Buyer shall confirm the terms of each for such proposed Transaction by issuing a written confirmation attributable to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase DateEligible Asset, (B) including the Purchase Price, (C) Purchase Price Percentage, the Repurchase/Release Date, (D) Asset Value and the Pricing Rate applicable for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by Seller and confirmed by Buyer by countersigning the Transaction Request and Confirmation, to the Transaction, be returned to Seller promptly (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day but in all events prior to the related contemplated Purchase Date. (ii) The Repurchase/Release Date for each ). To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to this Agreement, Buyer shall not be later than have no obligation to execute and/or deliver the Termination DateTransaction Request and Confirmation to Seller or enter into such Transaction. (iii) Upon satisfaction of the applicable conditions precedent set forth in Sections 3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed Eligible Assets in accordance with Section 17 hereof, Buyer may agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights, and a first priority security interest in and to the Purchased Assets evidenced on the related Asset Schedule. (iv) Each Confirmation, Transaction Request and Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject to The Repurchase Date for each Transaction shall not be later than the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderTermination Date. (vvi) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each proposed Eligible Asset to be purchased by Buyer. (vivii) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Asset Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may will then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price in funds immediately availableavailable no later than 4:00 p.m., New York time on the date of its receipt of such Trust Receipt, provided that such Trust Receipt and all other required documents are received by Buyer or its designee no later than 2:00 p.m., New York time.

Initiation. (i) Seller may request a Transaction hereunder on any Business Day by delivering to Buyer a Mortgage Loan Schedule through the Warehouse Electronic System with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth Wet Delivery Deadline. (iii) Following receipt of such request, Buyer may, in Section 4(b)(vii) prior its sole discretion, agree to entering enter into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. thereby unless objected to in writing by Seller no more than two (iv2) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than Business Days after the date and time such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the Custodial Agreementmanner that Seller believes they should be stated, Seller shall deliver to and must be received by Buyer no more than two (2) Business Days after the Custodian Confirmation was posted on the Asset File pertaining to each Eligible Asset to be purchased by BuyerWarehouse Electronic System. (vi) Upon Buyer’s receipt of The Repurchase Date for each Transaction shall not be later than the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 4, the Purchase Price may then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Seller, in the aggregate amount of such Purchase Price in funds immediately availableTermination Date.

Initiation. (i) Unless otherwise agreed, Seller shall deliver may request that Buyer enter into a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to any Eligible Mortgage Loans on any Business Day during the Underlying Assets period from the Effective Date to be sold in such requested Transaction. and excluding the Termination Date, by delivering to (i) Buyer shall confirm the terms of each a Transaction by issuing Notice, with a written confirmation copy to the Seller promptly after the parties enter into such Custodian, which Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Notice must be received by Buyer via facsimile or electronic mail on or prior to 5:00 2:00 p.m. (New York City time) on the date requested Purchase Date, and (ii) Buyer an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the related requested Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. (ii) The Repurchase/Release Date for each Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 have been met and provided that no Default or Event of Default shall not have occurred and be later than continuing, on the Termination requested Purchase Date, Buyer may, in its sole discretion, purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller. (iii) Each Confirmation, Transaction Notice together with this AgreementAgreement and the Pricing Side Letter, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sellsell to, repurchase from and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (v) No later than Seller shall deliver to the date and time set forth Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the Custodian MERS eRegistry to cause (i) the Asset File pertaining to each Eligible Asset Authoritative Copy of the related eNote to be purchased by delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer. , (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon BuyerXxxxx’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price may for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price Prices in funds immediately availableavailable in accordance with Section 10(b).

Initiation. (i) On the initial Purchase Date, PMC and POP will pledge their rights in and to the REO Subsidiary Interests to Buyer. The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Eligible Assets to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller Sellers promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase PricePrice or Purchase Price Increase, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Repurchase Agreement. Seller The Sellers shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York City time) on the date one (1) Business Day prior to the related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than 48 hours after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction (including Purchase Price Increases related to addition of REO Property to New REO Subsidiary, from time to time) shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the Sellers no more than two (2) Business Days after the date the Confirmation was received by Sellers or unless a corrected Confirmation is sent by Buyer. An objection sent by the Sellers must state specifically the portion which is objected to, must specify the provision(s) being objected to by Sellers, must set forth such provision(s) in the manner that Sellers believe they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Sellers. (iv) Subject to the terms and conditions of this Agreement, during such period Seller any or all Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets Eligible Mortgage Loans and Eligible Assets REO Properties hereunder. (v) No later than the date and time set forth in the Custodial Agreement, the applicable Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset made subject to be purchased by Buyera Transaction. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the Purchase Price may or Purchase Price Increase, as applicable, will then be made available to Seller the Sellers by Buyer transferring, via wire transfer to the account designated by the Sellertransfer, in the aggregate amount of such Purchase Price or Purchase Price Increase, as applicable, in funds immediately available.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans, as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Notice, (ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer such other information as may be reasonably requested by the Buyer to assess such Mortgage Loan(s). Seller shall involve Buyer in all aspects of due diligence as Buyer shall deem necessary in its sole discretion. Buyer shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. Seller shall deliver to Buyer a Confirmation no later than [***] prior to a proposed Purchase Date and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer may in its sole discretion, fund the related Purchase Price Increase Request, as applicable, on the Purchase Date and such funding shall be deemed to Buyer on or prior to be Buyer’s acceptance of the date and time terms of the proposed Transaction set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return deliver the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to be purchased by Buyera Transaction. (viv) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 43, the aggregate Purchase Price may then will be made available to Seller (x) with respect to each Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Buyer transferring, via wire transfer (pursuant to the account designated related wire transfer instructions set forth on Exhibit E hereto) in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) and (y) with respect to each Wet-Ink Mortgage Loan, by Buyer transferring to the Seller, in Disbursement Agent via wire transfer (pursuant to the related wire transfer instructions set forth on Exhibit E hereto) the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be refunded to Buyer on the same Business Day by Disbursement Agent transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Buyer a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).