Common use of Intent Clause in Contracts

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties Seller, Purchaser and Agent recognize that each Transaction of the Transactions and this Agreement is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed or a “margin payments” or “settlement paymentsqualified financial contract” as that term is defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A)Federal Deposit Insurance Act, 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” as applicable, and a “securities contract,master netting agreement” within the meaning as that term is defined in Section 101 of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyPurchaser’s right to liquidate the Purchased Assets delivered to it in connection with and terminate and accelerate the Transactions hereunder and this Agreement or to exercise any other remedies pursuant to Section 13 18 hereof is a contractual right to liquidate such Transaction liquidate, terminate and accelerate the Transactions under a repurchase agreement, a securities contract, a master netting agreement, and a qualified financial contract as described in Sections 559, 555 and 559 561 of Title 11 the Bankruptcy Code and Section 1821(e)(8)(A)(i) of the Federal Deposit Insurance Act, as applicable, and a contractual right to offset under a master netting agreement and across contracts, as described in Section 561 of the Bankruptcy Code, as amended; any payments or transfers of property made . It is understood that Seller’s right to accelerate the Repurchase Date with respect to this Agreement or the Purchased Assets and any Transaction hereunder pursuant to satisfy Section 18 hereof is a Margin Deficit shall be considered contractual right to liquidate, terminate and accelerate the Transactions under a “margin payment” repurchase agreement, a securities contract, a master netting agreement, and a qualified financial contract as such term is defined described in Sections 559, 555 and 561 of the Bankruptcy Code and Section 741(5). (c1821(e)(8)(A)(i) of the Federal Deposit Insurance Act, as applicable. The parties hereby agree intend that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased individual Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties Seller and the Buyer recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47)(A)(i) of Title 11 of the Bankruptcy CodeUSC, as amended and a “securities contract” as that term is defined in Section 741 741(7)(A)(i) of Title 11 of the Bankruptcy CodeUSC, as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Section 101(38A)(A) of Title 11 of the Bankruptcy Code USC, and that the pledge of the Repurchase Assets constitutes Related Credit Enhancement in Section 4.01(c) hereof is intended to constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” the Repurchase Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi741(7)(A)(x) of Title 11 of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)USC. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partythe Buyer’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Repurchase Agreement or otherwise exercise any other remedies pursuant to Section 13 9 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5)USC. (c) The parties hereby further agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (ed) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties intend and recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code. (b) The parties intend (i) for each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code and for each party to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code, Code and a “securities contract” as amended defined in Section 741(7) of the Bankruptcy Code and that all payments hereunder under this Agreement are deemed “margin payments” or “settlement payments,” as defined in Title 11 Section 741 of the Bankruptcy Code, (ii) for the grant of a security interest set forth in Section 6(a)(ii) and Section 23(j) to also be a “securities contract” as defined in Section 741(7)(A)(xi) of the Bankruptcy Code and a “repurchase agreement” as that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that term is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), defined in Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize , (iii) that each party shall be entitled to the “safe harbor” benefits and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to protections afforded under the Bankruptcy Code Section 365(a). (b) This Agreement is intended with respect to be a “repurchase agreement” and a “securities contract,” within and a “master netting agreement,” including (x) the meaning rights, set forth in Section 13 and in Section 555, 559 and 561 of Section 555 the Bankruptcy Code, to liquidate the Purchased Loans and Section 559 the other Repurchase Assets and terminate this Agreement, and (y) the right to offset or net out as set forth in this Agreement and in Sections 362(b)(6), 362(b)(7), 362(b)(27), 362(o) and 546 of the Bankruptcy Code and (iv) that each party qualifies as a repo participant, financial institution, financial participant and/or master netting agreement participant as such terms are defined under the Bankruptcy Code. . (c) It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Repurchase Assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to accelerate, terminate or liquidate such Transaction this Agreement or the Transactions as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, as amended; any payments liquidation or transfers of property made acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with respect to this Agreement or any Transaction the Transactions hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof cause the termination, liquidation or acceleration of, or to offset or net termination values, payment amounts or other transfer obligations arising under or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” connection with this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used described in Section 741 561 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement or any Transaction as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code, or (ii) Buyer as a “repo participant” within the meaning of the Bankruptcy Code. (f) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fg) Each party intends It is understood that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of the meaning of Bankruptcy Code, and as such terms are used in Section 561 of the Bankruptcy Code. (h) The parties acknowledge and agree that the Guaranty Agreement is a “repurchase agreement” as that term is defined in Section 101(47)(A)(v) of the Bankruptcy Code and each party agrees a “securities contract” as that this Agreement term is intended to create mutuality defined in Section 741(A)(xi) of obligations among the partiesBankruptcy Code, and as such, this Agreement constitutes a contract which amended. (i) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is between related in any way to the servicing of the Purchased Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(47) and 741 of the Bankruptcy Code. (j) The parties hereby understand, acknowledge and agree that all of the Repurchase Assets (including cash) shall qualify as eligible collateral under the definition of a “repurchase agreement” and/or “securities contract” under the Bankruptcy Code. However, to the extent that any of the Repurchase Assets (including cash) are determined to not qualify as eligible collateral under the definition of a “repurchase agreement” or “securities contract” under the Bankruptcy Code, each Seller hereby pledges to Buyer as security for the performance by such Seller of its obligations under each Transaction, and hereby grants to Buyer a security interest in, only those Repurchase Assets (including cash) which are determined to not qualify as eligible collateral under the definition of a “repurchase agreement” or “securities contract” under the Bankruptcy Code. The parties intend that those Repurchase Assets (including cash) which are determined to not qualify as eligible collateral under the definition of a “repurchase agreement” or “securities contract” under the Bankruptcy Code shall be treated as collateral under a security agreement, arrangement or other credit enhancement related to this repurchase agreement and (iisecurities contract under Sections 101(47)(A)(v) places each party and 741(A)(xi) of the Bankruptcy Code, respectively. This pledge by Sellers is in addition, and without prejudice, to the grant of a security interest in the same right and capacityRepurchase Assets (including cash) under Section 6.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyb. Buyer’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 555 and as such terms are used in Section 561 of 559 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “"repurchase agreement” " as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “"securities contract” " as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further intend and recognize and intend that this Agreement the Mortgage Loans constitute "securities" as such term is an agreement to provide financial accommodations and is not subject to assumption pursuant to defined in Section 101(49) of the Bankruptcy Code Section 365(a)Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s 's right to liquidate Purchased Assets Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section Paragraph 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The Although the parties hereby agree intend that all Transactions hereunder be sales and purchases and not loans, in the event any provisions hereof or in any other documentsuch Transactions are deemed to be loans, agreement or instrument that is related in any way the Seller shall be deemed to have pledged to the servicing Buyer as security for the performance by the Seller of its obligations under each such Transaction, and shall be deemed to have granted to the Buyer a security interest in, all of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) with respect to all Transactions hereunder and 101(47)(A)(v) of the Bankruptcy Code all Income thereon and part of the “contract” as such term is used in Section 741 of the Bankruptcy Codeother proceeds thereof. (d) The parties agree and acknowledge that if a party hereto is an “"insured depository institution,” " as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “"qualified financial contract,” a “repurchase agreement” and a “securities contract” " as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) It is understood that this Agreement constitutes a “"netting contract” " as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “"covered contractual payment entitlement” " or “"covered contractual payment obligation”", respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “"financial institution” " as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties intend and recognize that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 559 561; Xxxxx’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contractsettlement payment” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”Bankruptcy Code Sections 741(5) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA741(8). (fc) [Reserved]. (d) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement and each Transaction hereunder is intended to create mutuality of obligations among the parties, and as such, this Agreement and each Transaction hereunder constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (e) Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law it’s right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. (f) Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Sellers and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate Purchased the Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” and “settlement payment” as such term is terms are defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 555 and as such terms are used in Section 561 of 559 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (g) Each party agrees that it shall not challenge the characterization of this Agreement or any Transaction as a securities contract and master netting agreement under the Bankruptcy Code. (h) Each party agrees that this Agreement and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. Seller and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 hereof constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; 561 ;any payments or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of Guarantees and/or additional security agreements to provide enhancements to satisfy a Margin Deficit deficiency in the Over/Under Account, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties Seller and Buyer recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47)(A)(i) of Title 11 of the Bankruptcy CodeUSC, as amended and a “securities contract” as that term is defined in Section 741 741(7)(A)(i) of Title 11 of the Bankruptcy CodeUSC, as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Section 101(38A)(A) of Title 11 of the Bankruptcy Code USC, and that the pledge of the Repurchase Assets constitutes Related Credit Enhancement in Section 8(a) hereof is intended to constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi741(7)(A)(x) of Title 11 of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)USC. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5)USC. (c) The parties hereby further agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Subtitle A of Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 1991, 12 U.S.C. Sections 4401-4407 (“FDICIAFDICIA Tit. IV.A”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.Tit. IV.A.

Intent. (a) The parties recognize that intend that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended Code (except to the extent the related Transaction has a duration that renders such term inapplicable) and a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy Code, as amended and that all (ii) payments hereunder under this Agreement are deemed “margin payments” or “settlement payments” as defined in Title 11 Section 741 of the Bankruptcy Code, (iii) the Guaranty, the Pledge Agreement and the grant of a security interest set forth in Section 6, each of which guaranties and/or secures the rights of Buyer hereunder also constitutes a “repurchase agreement” as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and (except to the extent the related Transaction has a duration that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(vrenders such term inapplicable) and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code. The It is further understood that the parties further recognize and intend that this Agreement is an agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended, with respect to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)the Transaction so constituting a “repurchase agreement” or “securities contract”. (b) This Agreement The parties intend that each of Buyer, QRS Seller and TRS Seller is intended a “repo participant” as that term is defined in Section 101(46) of the Bankruptcy Code and that Buyer is a “financial institution” or “financial participant” as each term is defined in 101(22) and 101(22)(A) of the Bankruptcy Code respectively. (c) The parties intend that each party (for so long as such party is a “financial institution”, “financial participant”, “repo participant”, or “master netting participant” or other entity listed in Section 555, 559, 561, 362(b)(6), or 362(b)(7) of the Bankruptcy Code) shall be entitled to be the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “repurchase agreement” and a “securities contract,” and a “master netting agreement”, including (x) the rights set forth in Section 3 and Section 14(b) and in Section 555, 559, and 561 of the Bankruptcy Code to liquidate the Purchased Loans and/or accelerate or terminate this Agreement, and (y) the right to offset or net out termination payments, payment amounts or other transfer obligations and otherwise exercise contractual rights as set forth in Sections 362(b)(6), 362(b)(7), 362(o), and 546 of the Bankruptcy Code. (d) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement as a “repurchase agreement” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contract” and/or “master netting agreement”, (ii) each party as a “repo participant” within the meaning of Section 555 and Section 559 under the Bankruptcy Code except insofar as, in the case of a “repurchase agreement”, the term of the Transactions, would render such definition inapplicable, or (iii) Buyer as a “financial institution” or “financial participant” within the meaning of the Bankruptcy Code. . (e) It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof 14 is a contractual right to accelerate, terminate or liquidate such Transaction this Agreement or the Transactions as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code. It is further understood and agreed that the parties intend that either party’s right to cause the termination, as amended; any payments liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction the Transactions hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in any other documentconnection with, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used described in Section 741 561 of the Bankruptcy Code. (df) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” ”, as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction of the Transactions hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” ”, as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to the Transactions would render such definition inapplicable). (eg) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction the Transactions hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fh) Each party intends In light of the intent set forth in this Section 23, each of QRS Seller and TRS Seller agrees that, from time to time upon the written request of Buyer, QRS Seller and TRS Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s good faith discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s, QRS Seller’s or TRS Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which Code. (i) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, it is between all the intention of the parties that, for U.S. Federal, state and local income and franchise tax purposes, the Transactions constitute a loan from Buyer to Sellers, and that Sellers are and, so long as no Event of Default shall have occurred and be continuing, will continue to be, treated as the owner of the Purchased Loans for such purposes. Unless prohibited by applicable law, Sellers and Buyer (iiand its assignees and participants, if any) places each party shall treat the Transactions as described in the same right preceding sentence for all U.S. Federal, state and capacitylocal income and franchise tax purposes (including, without limitations, on any and all filings with any U.S. Federal, state or local taxing authority) and agree not to take any action inconsistent with such treatment.

Intent. (a) The parties recognize Seller, Buyer and Agent intend and acknowledge that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and a “qualified financial contract” as that term is defined in the Federal Deposit Insurance Act, as applicable (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable); (ii) any payments or transfers of property made with respect to this Agreement or any Transaction shall be considered a “margin payment” or “settlement payment” as such terms are defined in Bankruptcy Code Sections 741(5) and 741(8); (iii) each Purchased Loan constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in the Bankruptcy Code; and (iv) the pledge of the Repurchase Assets Related Credit Enhancement in Section 4.01(c) constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Without limiting the generality of the foregoing, the parties further recognize and intend that each Transaction is a “repurchase transaction” or “reverse repurchase transaction” of “mortgage loans” or “interests” in “mortgage loans” (as such terms are used in section 741(7) of the Bankruptcy Code). Each party hereto further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to or any Transaction hereunder as a “master netting agreement,” “repurchase agreement” and/or “securities contract” within the meaning of the Bankruptcy Code Section 365(a)Code. (b) This Agreement Seller, Buyer and Agent further intend and acknowledge that (i)(1) for so long as Buyer is intended to be a “repurchase agreement” and a “securities contractfinancial institution,” within the meaning “financial participant” or another entity listed in Sections 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party, Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration, netting, set-off, and non-avoidability rights afforded to parties such as Buyer to “repurchase agreements” pursuant to Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code, “master netting agreements” pursuant to Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code and “qualified financial contracts” pursuant to Section 1821(e)(8)(A)(i) of the Federal Deposit Insurance Act, as applicable, and (2) Buyer’s right to liquidate the Purchased Assets Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 9 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 561 and Section 1821(e)(8)(A)(i) of the Bankruptcy CodeFederal Deposit Insurance Act, as amended; applicable, and (ii) Buyer’s right to set-off claims and appropriate and apply any payments and all deposits of money or transfers of property made with respect to this Agreement or any Transaction other indebtedness at any time held or owing by Buyer to satisfy or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 14.25 hereof is a Margin Deficit shall be considered a “margin payment” contractual right as such term is defined described in Bankruptcy Code Section 741(5). (c) Sections 553 and 561. The parties hereby agree intend that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased individual Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (dc) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (ed) It is understood and agreed Seller, Buyer and Agent by that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this Agreement constitutes Seller, Buyer and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees Agent agree that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which that (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that and agree that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended Code and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended Code and that all payments (ii) the grant of a security interest set forth in Sections 6 and 29(b) hereof to secure the rights of Buyer hereunder are deemed also constitutes a “margin payments” or “settlement paymentsrepurchase agreement” as defined in Title 11 contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes a “a security agreement or other arrangement or other credit enhancementsecurities contract” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code. The parties It is further recognize and intend understood that this Agreement is an agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended, with respect to provide financial accommodations and is the Transaction so constituting a “repurchase agreement” or “securities contract”. Each party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement”, “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code except insofar as the type of asset subject to assumption pursuant to Bankruptcy Code Section 365(a)the Transactions or, in the case of a “repurchase agreement”, the term of the Transactions, would render such definition inapplicable. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13 14 or 29 hereof is a contractual right to accelerate, terminate or liquidate such Transaction this Agreement or the Transactions as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, as amended; any payments liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction the Transactions hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in any other documentconnection with, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used described in Section 741 561 of the Bankruptcy Code. (dc) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction the Transactions hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to the Transactions would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction the Transactions hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends In light of the intent set forth above in this Section 23, Seller agrees that, from time to time upon the written request of Buyer, Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s good faith discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements”, “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements”, “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties intend and recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code, that each Purchased Mortgage Loan constitutes either a “mortgage loan” or an “interest in a mortgage” as such terms are used in the Bankruptcy Code and that the pledge of the Repurchase Assets in Section 9 of this Agreement constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement The parties further intend and recognize that (i)(1) for so long as Buyer is intended to be a “repurchase agreement” and a “securities contractfinancial institution,” within the meaning “financial participant” or another entity listed in Sections 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party, Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration, netting, set-off, and non-avoidability rights afforded to parties such as Buyer to “repurchase agreements” pursuant to Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code, and (2) Buyer’s right to liquidate the Purchased Mortgage Loans and other Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 561; (ii) Buyer’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Section 561; and (iii) any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contractsettlement payment” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”Bankruptcy Code Sections 741(5) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA741(8). (fc) [Reserved]. (d) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (e) Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of this Agreement or any Transaction as a repurchase agreement, securities contract and master netting agreement under the Bankruptcy Code. (f) Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (a) The parties recognize intend and acknowledge that each Transaction this Agreement is a “repurchase master netting agreement” as that term is defined in Section 101 of Title 11 101(38A)(A) of the Bankruptcy Code, as amended . (b) The parties intend and acknowledge that each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi741(7) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree intend and acknowledge that the Guaranty is a “securities contract” as that term is defined in Section 741(7)(A)(xi) of the Bankruptcy Code. (d) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (de) Each party hereto agrees that is shall not challenge the characterization of this Agreement as a “securities contract” or a “master netting agreement” within the meaning of the Bankruptcy Code. (f) It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 14 hereof is a contractual right to accelerate or terminate this Agreement or to liquidate Purchased Assets as described in Sections 555 and 559 of the Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (g) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (eh) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (i) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that intend, agree and acknowledge that: (i) each Transaction is qualifies as a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code, (ii) that each payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in section 101(22) of the Bankruptcy Code, a financial participant as defined in section 101(22A) of the Bankruptcy Code or repo participant as defined in section 101(46) of the Bankruptcy Code, (iii) the grant of a security interest set forth in Sections 6 and 28(b) hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code and are a part of this Agreement and (iv) each of the Purchased Loans shall constitute a “security” as defined in Section 101(49) of the Bankruptcy Code, a mortgage loan or an interest in a mortgage loan. It is further understood that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed amended, with respect to each Transaction so constituting a “margin paymentsrepurchase agreement,” or “settlement paymentssecurities contract”. Each party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement,” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancementsecurities contract” that is and/or “related tomaster netting agreement” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend, agree and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets Loans delivered to it in connection with Transactions the Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy United States Code, as amended; any payments . It is further understood and agreed that either party’s right to cause the termination, liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement as such term is defined described in Section 561 of the Bankruptcy Code Section 741(5)Code. (c) The parties hereby agree that any provisions hereof or in any other documentintend, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends intends, agrees and acknowledges that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat the Transactions as indebtedness of Seller that is secured by the Purchased Loans, and the Purchased Loans as owned by Seller for such purposes, that each Series Seller shall be disregarded as a separate entity from the Master Seller and each other Series Seller for such purposes, and each party agrees to take no action inconsistent with such treatment, unless required by applicable law, in which case such party shall promptly notify the other party of such requirement. (f) In light of the intent set forth above in this Section 22, Seller agrees that, from time to time upon the written request of Buyer, Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary, in Buyer’s reasonable discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements”, “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements”, “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. Each of Guarantor, Seller and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and hereunder constitutes a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Guarantor, Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Related Mortgage Loans and/or Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; 561 and any payments or transfers of property made with respect to this Agreement or any Transaction to to: (i) satisfy a Margin Deficit Deficit, or (ii) comply with a Margin Call, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Guarantor or Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize Guarantor intends that (i) guaranty provided Buyer in this Guaranty has been provided to induce the Buyer to enter into the Repurchase Agreement and (ii) this Guaranty relates to the Transactions as part of an integrated, simultaneously-closing suite of secured financial contracts. (b) Guarantor further intends and agrees that (i) this Guaranty is “a security agreement or arrangement or other credit enhancement” that is “related to” and provided “in connection with” the Repurchase Agreement and each Transaction is a “repurchase agreement” as that term is defined in within the meaning of Section 101 741(7)(A)(xi) of Title 11 of the Bankruptcy CodeCode and is, as amended and therefore, (A) a “securities contract” as that term is defined in Section 741 (7)(A)(xi) of Title 11 the Bankruptcy Code and (B) a “master netting agreement” as that term is defined in Section 101 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v(ii) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either any party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it offset net termination values, payment amounts or other transfer obligations arising under or in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof the Repurchase Agreement and this Guaranty is in each case a contractual right to liquidate such Transaction cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Guaranty as described in Sections 555 and 559 of Title 11 561 of the Bankruptcy Code, as amended; (iii) any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit Guaranty shall be considered a “margin settlement payment” as such term is defined in Bankruptcy Code Section 741(5). Sections 101(51A) and 741(8) and (civ) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans damages hereunder shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used measured in accordance with Section 741 562 of the Bankruptcy Code. (d) The parties agree . Guarantor agrees that it shall not challenge, and acknowledge that if a party hereto is an “insured depository institution,” hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of this Guaranty, the Repurchase Agreement or any Transaction thereunder as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and either a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties hereto recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, Code (except insofar as amended the type of assets subject to such Transaction would render such definition inapplicable) and that all payments hereunder are deemed intended to be “margin payments” or “settlement payments” as defined in Title 11 Section 101 of the Bankruptcy Code. Buyer and Seller agree that it is their mutual intent that the transactions executed under this Agreement shall qualify for safe harbor treatment provided by the Bankruptcy Code for “repurchase agreements” as defined in Section 101 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancementsecurities contracts” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) as defined in Section 741 of the Bankruptcy Code and, to that end, Seller agrees that, from time to time upon the written request of Buyer, Seller, at Buyer’s expense, will prepare, execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s good faith discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify as, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code. The ; provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties further recognize and intend hereto that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to the Transactions hereunder shall qualify for safe harbor treatment under the Bankruptcy Code Section 365(a)Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Transaction Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 10 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, Code (except insofar as amended; any payments or transfers the type of property made with respect Transaction Assets subject to this Agreement or any such Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as would render such term is defined in Bankruptcy Code Section 741(5definition inapplicable). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of Transaction Assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIAFDICIA or regulations promulgated thereunder). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract” within the meaning of Section 555 and as such terms are used in Section 561 of 559 under the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets Pledged Items constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting agreement”, “repurchase agreement” and a “securities contract,” within the meaning of and as such terms are used in Section 101(47), Section 555, Section 559, Section 561 of and Section 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (g) With respect to the security interest granted in Section 9, Section 9(a), as stated therein and affirmed by Seller here, is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Seller’s Obligations to the Buyer.

Intent. (a) The parties intend and recognize that (i) this Agreement and each Transaction governed by this Agreement is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended Code and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code; (ii) this Agreement is a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code. (b) The parties intend: (i) for each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code; (ii) for each party (for so long as it is either a “financial institution,” “financial participant,” “repo participant,” “master netting agreement participant” or other entity listed in Sections 546, 555, 559, 561, 362(b)(6), 362(b)(7), or 362(b)(27) of the Bankruptcy Code) to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code; a “securities contract” as defined in Section 741(7) of the Bankruptcy Code; and a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code; (iii) that payments and transfers under this Agreement (x) constitute transfers made by, to or for the benefit of a financial institution, financial participant, repo participant, or master netting agreement participant within the meaning of Section 546(e), 546(f), and 546(j) of the Bankruptcy Code, as amended and that all payments hereunder (y) are deemed “margin payments” or “settlement payments,” as defined in Title 11 Section 741 of the Bankruptcy Code and that Code; (iv) for the pledge grant of the Repurchase Assets constitutes “a security interests set forth in Section 4.01(c) to constitute a security agreement or other arrangement or other credit enhancement” that is “enhancement related to” the to this Agreement and the Transactions hereunder and within the meaning of Sections 101(38A)(A), “repurchase agreement” as set forth in Section 101(47)(A)(v) and of the Bankruptcy Code, “securities contract” as set forth in Section 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize , and intend that this Agreement “master netting agreement” as set forth in Section 101(38A)(A) of the Bankruptcy Code, and as such, is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be also a “repurchase agreement,” and a “securities contract,” and a “master netting agreement”; and (v) for the Guaranty to constitute a security agreement or arrangement or other credit enhancement related to this Agreement and the Transactions hereunder and within the meaning of “repurchase agreement” as set forth in Section 555 and Section 559 under 101(47)(A)(v) of the Bankruptcy Code. , “securities contract” as set forth in Section 741(7)(A)(xi) of the Bankruptcy Code, and “master netting agreement” as set forth in Section 101(38A)(A) of the Bankruptcy Code, and as such, is also a “repurchase agreement,” a “securities contract,” and a “master netting agreement”. (c) It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is under this Agreement is, in each case, a contractual right to accelerate, terminate or liquidate such Transaction as this Agreement or the Transactions described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (e) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ef) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute constitutes a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fg) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among between the parties, and as such, this Agreement constitutes a contract which (i) is between all both of the parties and (ii) places each party in the same right and capacity. (h) Each party further agrees that it shall not challenge (i) the characterization of this Agreement or any Transaction as a “repurchase agreement,” “securities contract” and/or “master netting agreement,” or (ii) the entitlement of a party to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement,” a “securities contract,” or a “master netting agreement”.

Intent. Each of Guarantor, Seller and Xxxxx recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and hereunder constitutes a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Guarantor, Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Related Mortgage Loans and/or Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; 561 and any payments or transfers of property made with respect to this Agreement or any Transaction to to: (i) satisfy a Margin Deficit Deficit, or (ii) comply with a Margin Call, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Guarantor or Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties hereto recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, Code (except insofar as amended the type of assets subject to such Transaction would render such definition inapplicable) and that all payments hereunder are deemed intended to be “margin payments” or “settlement payments” as defined in Title 11 Section 101 of the Bankruptcy Code. Buyer and Seller agree that it is their mutual intent that the transactions executed under this Agreement shall qualify for safe harbor treatment provided by the Bankruptcy Code for “repurchase agreements” as defined in Section 101 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancementsecurities contracts” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) as defined in Section 741 of the Bankruptcy Code and, to that end, Seller agrees that, from time to time upon the written request of Buyer, Seller, at Buyer's expense, will prepare, execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer's good faith discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify as, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code. The ; provided, however, that Buyer's failure to request, or Buyer's or Seller's failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties further recognize and intend hereto that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to the Transactions hereunder shall qualify for safe harbor treatment under the Bankruptcy Code Section 365(a)Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s 's right to liquidate Purchased Transaction Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 10 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, Code (except insofar as amended; any payments or transfers the type of property made with respect Transaction Assets subject to this Agreement or any such Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as would render such term is defined in Bankruptcy Code Section 741(5definition inapplicable). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of Transaction Assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIAFDICIA or regulations promulgated thereunder). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract” within the meaning of Section 555 and as such terms are used in Section 561 of 559 under the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party Party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that intend that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 section 101(47) of the Bankruptcy Code, as amended and and, therefore, is subject to the protections of certain sections of the Bankruptcy Code including, without limitation, section 559 with respect to the exercise by Buyer of its rights hereunder to cause the liquidation, termination, or acceleration of such Transaction upon Seller becoming the subject of a proceeding under the Bankruptcy Code, (ii) each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 and, therefore, is subject to the protections of certain sections of the Bankruptcy Code and that including, without limitation, section 555 with respect to the pledge exercise by Buyer of its rights hereunder to cause the Repurchase Assets constitutes “liquidation, termination, or acceleration of such Transaction upon Seller becoming the subject of a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 proceeding under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof , and (iii) this Agreement is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin paymentmaster netting agreement,” as such that term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(vsection 101(38A) of the Bankruptcy Code and part and, therefore, is subject to the protections of the “contract” as such term is used in Section 741 certain sections of the Bankruptcy CodeCode including without limitation, section 561 with respect to Buyer’s rights to offset or net termination values, payment amounts, or other transfer obligations arising under or in connection with the termination, liquidation, or acceleration of Transactions hereunder. (d) b. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) c. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within d. For U.S. federal tax purposes, the meaning of and as such terms are used in Section 561 of Seller, the Bankruptcy Code Guarantor, the Buyer, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by Guarantor or Seller as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e). e. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between among all of the parties and (ii) places each party in the same right “right” and “capacity”.

Intent. (a) a. The parties intend and recognize that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that Code, (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code , and (iv) the Guaranty constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller Party, Administrative Agent and Buyers further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. b. Each Seller Party, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be c. Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets and Contributed Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 559 561; Administrative Agent’s or a Buyer’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 23 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” or “settlement payment” as such term is terms are defined in Bankruptcy Code Section Sections 741(5) and 741(8). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) d. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) e. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one (1) or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this f. This Agreement constitutes and shall is intended to be construed and interpreted as a “repurchase agreement”, “master netting agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. g. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize intend that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and be a “securities contract” as that term is defined in Section 741 741(7)(A)(i) of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. . b. The parties further recognize and intend that this Agreement is an agreement (i) Buyer be entitled to, without limitation, the liquidation, termination, acceleration, netting, set-off, and non-avoidability rights afforded to provide financial accommodations and is not subject parties such as Buyer to assumption “securities contracts” pursuant to Bankruptcy Code Section 365(a). (bSections 555, 362(b)(6) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning 546(e) of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party; and “master netting agreements” pursuant to Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code, and (ii) Buyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting agreementsecurities contract,” within the meaning of and as such terms are used in Section 561 of 741(7) under the Bankruptcy Code Code. The parties hereto intend that each Transaction constitutes a purchase and each a true sale and not a secured financing. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate Purchased the Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 15 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” and “settlement payment” as such term is terms are defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 555 and as such terms are used in Section 561 of 559 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (g) Each party agrees that it shall not challenge the characterization of this Agreement or any Transaction as a repurchase agreement, securities contract and master netting agreement under the Bankruptcy Code. (h) Each party agrees that this Agreement and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. Seller and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 hereof constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; 561 ;any payments or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of additional security agreements to provide enhancements to satisfy a Margin Deficit deficiency in the Over/Under Account, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be b. Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that intend, agree and acknowledge that: (i) this Agreement, together with all Transactions, constitutes a single agreement; (ii) this Agreement and each Transaction is to the extent that it has a Repurchase Date less than one year after the Purchase Date qualifies as a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, (iii) this Agreement and each Transaction qualifies as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy Code, as amended and that all payments hereunder are deemed (iv) each payment under this Agreement has been made by, to or for the benefit of a “margin payments” or “settlement paymentsfinancial institution” as defined in Title 11 section 101(22) of the Bankruptcy Code, a “financial participant” as defined in section 101(22A) of the Bankruptcy Code or “repo participant” as defined in section 101(46) of the Bankruptcy Code, (v) the grant of a security interest set forth in Sections 6 and 28(b) hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” (where applicable) as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and that a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code and are a part of this Agreement, (vi) the pledge of the Repurchase Assets each Mezzanine Loan constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and (vii) each of the Purchased Loans shall constitute a security, a mortgage loan or an interest in a mortgage loan. The parties It is further recognize and intend understood that this Agreement is an agreement intended to provide financial accommodations and is constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, with respect to each Transaction so constituting a “repurchase agreement” (where applicable) or “securities contract”. Each party hereto hereby further agrees that it shall not subject to assumption pursuant to challenge the characterization of this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code Section 365(a)Code. (b) This Agreement is intended to be a “repurchase agreement” The parties intend, agree and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets Loans delivered to it in connection with Transactions the Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate liquidate, terminate or accelerate such Transaction as described in Sections 555 and 559 of Title 11 the Bankruptcy Code and the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration, offset, net out and non-avoidability rights afforded to parties to repurchase agreements, securities contracts, and master netting agreements under Sections 362(b)(6), 362(b)(7), 362(b)(27), 362(o), 546(e), 546(f), 546(j), 555, 559 and 561 of the Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, as amended; any payments liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement as such term is defined described in Section 561 of the Bankruptcy Code Section 741(5)Code. (c) The parties hereby agree that any provisions hereof or in any other documentintend, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends intends, agrees and acknowledges that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat the Transactions as indebtedness of Seller that is secured by the Purchased Loans, and the Purchased Loans as owned by Seller for such purposes, that each Series Seller shall be disregarded as a separate entity from the Master Seller and each other Series Seller for such purposes, and each party agrees to take no action inconsistent with such treatment, unless required by applicable law, in which case such party shall promptly notify the other party of such requirement. (f) In light of the intent set forth above in this Section 22, Seller agrees that, from time to time upon the written request of Buyer, Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s sole discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements” (where applicable), “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements” (where applicable), “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties intend and recognize that (i) this Repurchase Agreement and each Transaction governed by this Agreement is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended Code and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code; (ii) this Repurchase Agreement is a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code. (b) The parties intend: (i) for each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code; (ii) for each party (for so long as it is either a “financial institution,” “financial participant,” “repo participant,” “master netting agreement participant” or other entity listed in Sections 546, 555, 559, 561, 362(b)(6), 362(b)(7), or 362(b)(27) of the Bankruptcy Code) to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code; a “securities contract” as defined in Section 741(7) of the Bankruptcy Code; and a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code; (iii) that all payments and transfers under this Repurchase Agreement (x) constitute transfers made by, to or for the benefit of a financial institution, financial participant, repo participant, or master netting agreement participant within the meaning of Sections 546(e), 546(f), and 546(j) of the Bankruptcy Code, as amended and that all payments hereunder (y) are deemed “margin payments” or “settlement payments,” as defined in Title 11 Section 741 of the Bankruptcy Code and that Code; and (iv) for the pledge of the Repurchase Assets constitutes “Guaranty to constitute a security agreement or other arrangement or other credit enhancement” that is “enhancement related to” the to this Repurchase Agreement and the Transactions hereunder and within the meaning of Sections 101(38A)(A), “repurchase agreement” as set forth in Section 101(47)(A)(v) and of the Bankruptcy Code, “securities contract” as set forth in Section 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize , and intend that this Agreement “master netting agreement” as set forth in Section 101(38A)(A) of the Bankruptcy Code, and as such, is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be also a “repurchase agreement,” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. a “master netting agreement.” (c) It is understood that either party’s right to accelerate or terminate this Repurchase Agreement or to liquidate Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is under this Repurchase Agreement is, in each case, a contractual right to accelerate, terminate or liquidate such Transaction this Agreement or the Transactions as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Repurchase Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (e) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (ef) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fg) Each party intends further agrees that it shall not challenge (i) the characterization of this Repurchase Agreement constitutes or any Transaction as a “repurchase agreement,” “securities contract” and/or “master netting agreement,” or (ii) the entitlement of a party to all of the rights, benefits and shall be construed and interpreted as protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement,” a “securities contract,” or a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.”

Intent. (a) The parties recognize intend and acknowledge that each Transaction this Agreement is a “repurchase master netting agreement” as that term is defined in Section 101 of Title 11 101(38A)(A) of the Bankruptcy Code, as amended . (b) The parties intend and acknowledge that each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi741(7) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree intend and acknowledge that the Guaranty is a “securities contract” as that term is defined in Section 741(7)(A)(xi) of the Bankruptcy Code. (d) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (de) Each party hereto agrees that is shall not challenge the characterization of this Agreement as a “securities contract” or a “master netting agreement” within the meaning of the Bankruptcy Code. (f) It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 13(r) hereof is a contractual right to accelerate or terminate this Agreement or to liquidate Purchased Assets as described in Sections 555 and 559 of the Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (g) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (eh) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (i) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fj) Each party intends The parties intend and recognize that the arrangements under this Agreement constitutes and shall be construed and interpreted as are to constitute a “master netting agreementtitle transfer financial collateral arrangement” within or a “security financial collateral arrangement” for the meaning of and as such terms are used in Section 561 purposes of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among Financial Collateral Arrangements (No 2) Regulations 2003 (the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity“FCA Regulations”).

Intent. (a) The parties recognize that intend, agree and acknowledge that: (i) each Transaction is involving a Purchased Loan with a Repurchase Date less than one year after the Purchase Date qualifies as a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, (ii) each Transaction involving a Purchased Loan qualify as amended and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code, (iii) each payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in section 101(22) of the Bankruptcy Code, a financial participant as defined in section 101(22A) of the Bankruptcy Code or repo participant as defined in section 101(46) of the Bankruptcy Code, (iv) the grant of a security interest set forth in Section 6 hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” (where applicable) as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code and are a part of this Agreement and (v) each of the Purchased Loans shall constitute a “security” as defined in Section 101(49) of the Bankruptcy Code, a mortgage loan or an interest in a mortgage loan. It is further understood that this Agreement is intended to constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed amended, with respect to each Transaction so constituting a “margin paymentsrepurchase agreement” (where applicable), or “settlement paymentssecurities contract”. Each party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement,” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancementsecurities contract” that is and/or “related tomaster netting agreement” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend, agree and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate the Purchased Assets Loans delivered to it in connection with Transactions the Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy United States Code, as amended; any payments . It is further understood and agreed that either party’s right to cause the termination, liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement as such term is defined described in Section 561 of the Bankruptcy Code Section 741(5)Code. (c) The parties hereby agree that any provisions hereof or in any other documentintend, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) The parties intend, agree and acknowledge that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat the Transactions as indebtedness of the Seller Parties that is secured by the Purchased Loans, and the Purchased Loans as owned by Sellers for such purposes, and agrees to take no action inconsistent with such treatment, unless required by law, in which case such party shall promptly notify the other party of such requirement. (f) In light of the intent set forth above in this Section 22, Each party intends Sellers agrees that, from time to time upon the written request of Buyer, such Sellers will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s sole discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements” (where applicable), “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or any Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements” (where applicable), “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended and (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), (ii) a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (iii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in the Bankruptcy Code, as amended (iv) each party shall be entitled to the “safe harbor” benefits and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of protections afforded under the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement with respect to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under a “master netting agreement” and (v) all payments hereunder are deemed “margin payments”, “settlement payments” or transfers in connection with a securities contract as defined in the Bankruptcy Code. It is understood . (b) The parties intend and acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section Article 13 hereof is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 362(b)(6), 555 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then this Agreement and each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of the meaning of Bankruptcy Code, and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees a “securities contract” with the meaning of Section 555 and Section 559 of the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement is intended to create mutuality of obligations among the parties, and as such, shall be deemed “related to” this Agreement constitutes a contract which within the meaning of Section 741 of the Bankruptcy Code. (ig) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, it is between all the intention of the parties that, for U.S. federal, state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing from Buyer to Seller (iior any person from whom Seller is disregarded for U.S. federal income tax purposes), and that Seller (or any person from whom Seller is disregarded for U.S. federal income tax purposes) places each party is and will continue to be (except to the extent that Buyer shall have exercised its foreclosure remedies following a continuing Event of Default) the owner of the Purchased Assets for such purposes. Unless pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code or prohibited by applicable law, Seller (or any person from whom Seller is disregarded for U.S. federal income tax purposes) and Buyer agree to treat the Transactions as described in the same right preceding sentence for all U.S. federal, state, and capacitylocal income and franchise tax purposes and for accounting purposes (including, without limitation, on any and all filings with any U.S. federal, state, or local taxing authority), and agree to take no action inconsistent with this treatment.

Intent. (a) The parties recognize Seller, Purchaser and Agent intend and acknowledge that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and a “qualified financial contract” as that term is defined in the Federal Deposit Insurance Act, as applicable (except insofar as the type of assets subject to such Transaction or the term of such Transaction would render such definition inapplicable); (ii) any payments or transfers of property made with respect to this Agreement or any Transaction (e.g., to satisfy a for example Margin Deficit) shall be considered a “margin payment” or “settlement payment” as such terms are defined in Bankruptcy Code Sections 741(5) and 741(8); (iii) each Purchased Asset constitutes either a “security,” “mortgage loan” or “an interest in a mortgage” as such terms are used in the Bankruptcy Code; and (iv) each grant of a security interest/pledge of the Repurchase Purchased Assets in Section 8 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Without limiting the generality of the foregoing, the parties further recognize and intend that each Transaction is a “repurchase transaction” or “reverse repurchase transaction” of “mortgage loans” or “interests” in “mortgage loans” (as such terms are used in section 741(7) of the Bankruptcy Code). Each party hereto further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to or any Transaction hereunder as a “master netting agreement,” “repurchase agreement” and/or “securities contract” within the meaning of the Bankruptcy Code Section 365(a)Code. (b) This Agreement Seller, Purchaser and Agent further intend and acknowledge that (i)(1) for so long as Purchaser is intended to be a “repurchase agreement” and a “securities contractfinancial institution,” within the meaning “financial participant” or another entity listed in Sections 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party, Purchaser shall be entitled to, without limitation, the liquidation, termination, acceleration, netting, set-off, and non-avoidability rights afforded to parties such as Purchaser to “repurchase agreements” pursuant to Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code, “master netting agreements” pursuant to Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code and “qualified financial contracts” pursuant to Section 1821(e)(8)(A)(i) of the Federal Deposit Insurance Act, as applicable, and (2) Purchaser’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 18 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 561 and Section 1821(e)(8)(A)(i) of the Bankruptcy CodeFederal Deposit Insurance Act, as amended; amended (“FDIA”), as applicable, and (ii) Purchaser’s right to set-off claims and appropriate and apply any payments and all deposits of money or transfers of property made with respect to this Agreement or any Transaction other indebtedness at any time held or owing by Purchaser to satisfy or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 23 hereof is a Margin Deficit shall be considered a “margin payment” contractual right as such term is defined described in Bankruptcy Code Section 741(5). (c) 561. The parties hereby agree intend that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased individual Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (dc) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (ed) It is understood and agreed Seller, Purchaser and Agent by that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this Agreement constitutes Seller, Purchaser and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees Agent agree that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy CodeCode (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan,” “an interest in a mortgage loan” or a “security” as amended such terms are used in the Bankruptcy Code and that (iii) all payments hereunder are deemed “margin payments,” “settlement payments,” or “settlement paymentstransfers” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section Article 13 hereof is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 362(b)(6), 555 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then this Agreement and each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of the meaning of Bankruptcy Code, and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees a “securities contract” with the meaning of Section 555 and Section 559 of the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement is intended to create mutuality of obligations among the parties, and as such, shall be deemed “related to” this Agreement constitutes a contract which within the meaning of Section 741 of the Bankruptcy Code. (ig) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document it is between all the intention of the parties that, for U.S. Federal, state and local income and franchise Tax purposes and for accounting purposes, each Transaction constitute a financing from Buyer to Seller (iior any person from whom Seller is disregarded for U.S. federal income tax purposes), and that Seller (or any person from whom Seller is disregarded for U.S. federal income tax purposes) places each party be (except to the extent that Buyer shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Buyer agree to treat the Transactions as described in the same right preceding sentence (such as on any and capacityall filings with any U.S. Federal, state, or local taxing authority) and agree not to take any action inconsistent with such treatment.

Intent. (a) The parties recognize intend and acknowledge that this Agreement and each Transaction hereunder is a “repurchase master netting agreement” as that term is defined in Section 101 of Title 11 101(38A)(A) of the Bankruptcy Code, as amended . (b) The parties intend and acknowledge that this Agreement and each Transaction hereunder is a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy Code, as amended . (c) The parties intend and acknowledge that all payments hereunder are deemed the Guaranty is a “margin payments” or “settlement paymentssecurities contract” as that term is defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and Section 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (bd) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin paymentpayments” or settlement payments” as such term is terms are defined in Sections 741(5) and 741(8) of the Bankruptcy Code or a transfer as defined under Section 741(5)101(54) of the Bankruptcy Code. (ce) The parties hereby agree intend and acknowledge that the grants of security interests set forth in the Pledge Agreement and Section 6 that create the pledge of the Repurchase Assets, the other collateral specified in Sections 6(c), 6(d) or 6(f) and the Mezzanine Loan Repurchase Assets each constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (dg) Each party hereto recognizes and intends that this Agreement be and is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (h) Each party hereto agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of this Agreement or any Transaction hereunder as a “securities contract” or a “master netting agreement” within the meaning of the Bankruptcy Code. (i) It is understood that, for so long as the non-defaulting party is a “financial institution,” “financial participant” or other entity listed in Sections 555, 561, 362(b)(6), 362(b)(27), 546(e) or 546(j) of the Bankruptcy Code, that party shall be entitled to the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “securities contract” and a “master netting agreement.” Accordingly, such party’s (i) right to liquidate the Purchased Assets, Repurchase Assets, the other collateral specified in Sections 6(c), 6(d) or 6(f) and/or Mezzanine Loan Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 14 hereof is a contractual right to liquidate, accelerate or terminate such Transaction and/or this Agreement as described in Bankruptcy Code Sections 555 and 561 of the Bankruptcy Code, (ii) right to offset or net out as set forth Section 26 is a contractual right, (iii) right to exercise these contractual rights shall not be subject to the automatic stay as set forth in Bankruptcy Code Sections 362(b)(6) or 362(b)(27) and (iv) right not have transfers made in connection with this Agreement avoided as set forth in Sections 546(e) and 546(j) of the Bankruptcy Code is a contractual right. (j) The parties agree and acknowledge that the grant of setoff rights as set forth in Section 26 is a contractual right of setoff within the meaning of Section 553 of the Bankruptcy Code. (k) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (el) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (m) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fn) Each party intends that The Servicing Rights and other servicing provisions under this Agreement constitutes are not severable from or to be separated from the Mortgage Loans under this Agreement, and shall be construed such Servicing Rights and interpreted as a other servicing provisions of this Agreement constitute (a) “master netting agreementrelated terms” under this Agreement within the meaning of and as such terms are used in Section 561 section 101(47)(A)(i) of the Bankruptcy Code and each party agrees that this Agreement is intended and/or (b) a security agreement or other arrangement or other credit enhancement related to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityTransaction Documents.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in Title 11 of the United States Code and that (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) II of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof Article 14 is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of Title 11 of the meaning of United States Code, as amended, and as such terms are used in Section 561 of Title 11 of the United States Code, as amended, and a “securities contract” with the meaning of Section 555 and Section 559 under the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement shall be deemed “related to” this Agreement within the meaning of Section 741 of the Bankruptcy Code. (g) Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties that, for U.S. Federal, state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing to Seller, and that Seller be (except to the extent that Purchaser shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Purchaser agree to treat the Transactions as described in the preceding sentence for all U.S. Federal, state, and local income and franchise tax purposes (including, without limitation, on any and all filings with any U.S. Federal, state, or local taxing authority) and agree not to take any action inconsistent with such treatment. (h) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement as a “repurchase agreement” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contract” and/or “master netting agreement”, (ii) each party as a “repo participant” within the meaning of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality except insofar as, in the case of obligations among a “repurchase agreement”, the parties, and as such, this Agreement constitutes a contract which (i) is between all term of the parties and Transactions, would render such definition inapplicable, or (iiiii) places each party in Purchaser as a “financial institution” or “financial participant” within the same right and capacitymeaning of the Bankruptcy Code.

Intent. (a) The parties intend and recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)) Each Party further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. (b) This Agreement For so long as Buyer is intended a “financial institution,” “financial participant” or other entity listed in Sections 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of the Bankruptcy Code, Buyer shall be entitled to be the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “repurchase agreement”, a “securities contract” and a “securities contract,master netting agreement” within including (x) the meaning rights, set forth in Section 15 and in Sections 555, 559 and 561 of Section 555 the Bankruptcy Code, to liquidate the Purchased Assets and Section 559 under accelerate and terminate this Agreement, (y) the right to offset or net out as set forth in Sections 15 and 23 hereof and in Sections 362(b)(6), 362(b)(7) or 362(b)(27) of the Bankruptcy Code and (z) the non-avoidability of transfers made in connection with this Agreement as set forth in Sections 546(e), 546(f) and 546(j) of the Bankruptcy Code. It is understood that either partyBuyer’s right rights (i) to liquidate Purchased the Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 15 hereof is a and to setoff pursuant to Section 23 hereof are contractual right rights to liquidate liquidate, accelerate, or terminate setoff such Transaction as described in Bankruptcy Code Sections 555 553, 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” and “settlement payment” as such term is terms are defined in Bankruptcy Code Section Sections 741(5) and 741(8). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (f) Each party agrees that this Agreement and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (ai) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).amended; (bii) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof hereto is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a . BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED THAT SELLER IS A BANK AND FUNDS HELD BY THE SELLER PURSUANT TO A TRANSACTION HEREUNDER ARE NOT A DEPOSIT AND THEREFORE ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “margin payment” as such term is defined in Bankruptcy Code Section 741(5FDIC”). (c) The parties hereby agree that any provisions hereof or in any other document. XXXXX FURTHER ACKNOWLEDGES THAT IN THE EVENT OF A FAILURE OF BANK THAT BUYER WILL BE THE OWNER OF, agreement or instrument that is related in any way to OR WILL HAVE A SECURITY INTEREST IN, THE PURCHASED SECURITIES, OR THE PURCHASED SECURITIES WILL BE SOLD UNDER THE TERMS SET FORTH HEREIN TO RE-CREDIT THE AMOUNT OF SUCH PURCHASED SECURITIES TO BUYER. Under the servicing terms of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance ActTransaction, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) the Transaction is between all an obligation of Bank and the parties and Securities serve as collateral for that obligation; (ii) places under the terms of each party Transaction, Bank will pay a fixed amount at settlement, regardless of any fluctuation in the same right market price of the underlying Securities; (iii) the rate of return paid on the Transaction is not that of the underlying Securities but a rate agreed upon between Bank and capacityClient; and (iv) Bank’s general banking assets will most likely be used to satisfy Bank’s obligation under the Transaction rather than proceeds from the sale of the Securities. If the value of the Securities purchased falls below the value of funds that Bank has invested on Client’s behalf, then Client may become an unsecured creditor of Bank.

Intent. (a) The parties intend and recognize that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 559 561; Buyer’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contractsettlement payment” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”Bankruptcy Code Sections 741(5) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA741(8). (fc) [Reserved]. (d) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement and each Transaction hereunder is intended to create mutuality of obligations among the parties, and as such, this Agreement and each Transaction hereunder constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (e) Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law it’s right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. (f) Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in Title 11 of the United States Code and that (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) II of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof Article 14 is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of Title 11 of the meaning of United States Code, as amended, and as such terms are used in Section 561 of Title 11 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the partiesUnited States Code, as amended, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.a

Intent. Seller and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code and a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a); (b) Buyer’s right to liquidate the Purchased Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies herein is a contractual right to liquidate, accelerate or terminate such Transaction as amended described in Bankruptcy Code Sections 555, 559 and that all 561;any payments hereunder are deemed or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of additional security agreements to provide enhancements to satisfy a deficiency in the Over/Under Account, shall in each case be considered a “margin paymentspayment” as such term is defined in Bankruptcy Code Section 741(5); (c) any payments or transfers of property by Seller (i) on account of a Haircut, (ii) in partial or full satisfaction of a repurchase obligation, or (iii) fees and costs under this Agreement or under any Transaction shall in each case constitute “settlement payments” as such term is defined in Title 11 of the Bankruptcy Code and that Section 741(8); and (d) each of (i) the additional security agreements delivered by Seller to Buyer pursuant to Section 2.9 hereof, (ii) the pledge of the Repurchase Assets amounts on deposit or held in the Over/Under Account pursuant to Section 3.5(e) hereof, and (iii) the pledge of the servicing rights and ancillary collateral related to the Purchased Mortgage Loans in Section 6.1 hereof, each constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that (i) this Agreement together with all Transactions constitutes a single agreement; (ii) this Agreement and each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy CodeCode (to the extent that it has a Repurchase Date less than one year after the Purchase Date), as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy Code, as amended and that ; (iii) all payments hereunder are deemed have been made by, to or for the benefit of a “margin payments” or “settlement paymentsfinancial institution” as defined in Title 11 Bankruptcy Code section 101(22), a “financial participant” as defined in Bankruptcy Code section 101(22A) or a “repo participant” as defined in Bankruptcy Code section 101(46) and (iv) the grant of the Bankruptcy Code and that the pledge of the Repurchase Assets security interests in Section 8 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 Sections 546, 555, 559, 362(b)(6) and Section 559 under 362(b)(7) of the Bankruptcy Code. The parties intend that each party (for so long as each is a “financial institution,” “financial participant,” “repo participant” or other entity listed in Sections 546, 555, 48 USActive 58893110.158893110.5 559, 362(b)(6) or 362(b)(7) of the Bankruptcy Code) shall be entitled to the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “repurchase agreement” and a “securities contract.” It is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 Sections 14 and 22 hereof is a contractual right to accelerate, terminate or liquidate this Agreement or such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) The parties agree and acknowledge that if a party hereto is determined to be a “covered financial company” as such term is defined in Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Orderly Liquidation Authority”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in the Orderly Liquidation Authority and any rules, orders or policy statements thereunder. (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of Section 101(38A) of the Bankruptcy Code and as such terms are term is used in Sections 561 and 362(b)(27) of the Bankruptcy Code. The parties intend that either party’s right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code. (g) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Assets shall be deemed part of the “agreement” as such term is used in Section 101(47)(A) of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all part of the parties and (ii“contract” as such term is used in Section 741(7)(A) places each party in of the same right and capacityBankruptcy Code.

Intent. (a) The parties recognize that intend, agree and acknowledge that: (i) each Transaction is with a Repurchase Date less than one year after the Purchase Date qualifies as a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, and each Transaction qualifies as amended and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code, (ii) that each payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in section 101(22) of the Bankruptcy Code, a financial participant as defined in section 101(22A) of the Bankruptcy Code or repo participant as defined in section 101(46) of the Bankruptcy Code, (iii) the grant of a security interest set forth in Section 6 hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” (where applicable) as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code and are a part of this Agreement and (iv) each of the Purchased Loans shall constitute a “security” as defined in Section 101(49) of the Bankruptcy Code, a mortgage loan or an interest in a mortgage loan. It is further understood that this Agreement is intended to constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed amended, with respect to each Transaction so constituting a “margin paymentsrepurchase agreement,” or “settlement paymentssecurities contract”. Each party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes (where applicable), “a security agreement or other arrangement or other credit enhancementsecurities contract” that is and/or “related tomaster netting agreement” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend, agree and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets Loans delivered to it in connection with Transactions the Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy United States Code, as amended; any payments . It is further understood and agreed that either party’s right to cause the termination, liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement as such term is defined described in Section 561 of the Bankruptcy Code Section 741(5)Code. (c) The parties hereby agree that any provisions hereof or in any other documentintend, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) The parties intend, agree and acknowledge that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat the Transactions as indebtedness of Seller that is secured by the Purchased Loans, and the Purchased Loans as owned by Seller for such purposes, that each Series Seller shall be disregarded as a separate entity from the Master Seller and each other Series Seller for such purposes, and agrees to take no action inconsistent with such treatment, unless required by law, in which case such party shall promptly notify the other party of such requirement. (f) Each party intends In light of the intent set forth above in this Section 22, Seller agrees that, from time to time upon the written request of Buyer, Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s sole discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements” (where applicable), “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements” (where applicable), “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. Guarantor (a) The parties recognize acknowledges that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended Repurchase Agreement and each Transaction thereunder constitutes a “securities contract” as that term is defined in Section 741 741(7)(A)(i) of Title 11 the Bankruptcy Code and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended (b) intends and acknowledges that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes this Guaranty is “a security agreement or other arrangement or other credit enhancement” that is “related to” and provided “in connection with” the Repurchase Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations each Transaction thereunder and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the is, therefore, (i) a “securities contract” as such that term is used defined in Section 741 741(7)(A)(xi) of the Bankruptcy Code and (ii) a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code. , (c) intends and acknowledges that that Buyer’s rights under Section 1.1 constitute (i) contractual rights (as defined in Section 555 of the Bankruptcy Code) under a security agreement or arrangement or other credit enhancement forming a part of or related to a securities contract and master netting agreement and/or (ii) contractual rights (as defined in Section 555 of the Bankruptcy Code) to offset or net out any termination value, payment amount, or other transfer obligation arising under or in connection with one or more securities contracts and master netting agreements, as described in Sections 362(b)(6), (27) and 561 of the Bankruptcy Code, (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder any payment or transfer of property made with respect to this Guaranty is a “qualified financial contractmargin payment,” “settlement payment” or “transfer in connection with a “repurchase agreement” and a “securities contract” as such terms are defined used in FDIA Bankruptcy Code Section 546(e), and any rules, orders or policy statements thereunder. (e) It is understood damages hereunder shall be measured in accordance with Section 562 of the Bankruptcy Code. The Guarantor agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, either (i) the characterization of this Guaranty, the Repurchase Agreement constitutes or any Transaction thereunder as either a “netting securities contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and the Bankruptcy Code, or (ii) whether any payment or transfer described in clause (d) is a “margin payment,” “settlement payment” or “transfer in connection with a securities contract” as such terms are used in Section 561 of the Bankruptcy Code Section 546(e) and each party agrees that this Agreement is intended to create mutuality of obligations among the partiesdefined, as applicable, in Bankruptcy Code Sections 741(5) and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity741(8).

Intent. (a) The parties recognize Parties intend and acknowledge that each Transaction Transaction, as well as the Guaranty, is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code. Seller and Parent each hereby agrees that it shall not challenge the characterization of this Agreement or the Guaranty as a “repurchase agreement” as that term is defined in Section 101 of the Bankruptcy Code, or as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentssecurities contract” as that term is defined in Title 11 Section 741 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement in any dispute or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)proceeding. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyParty’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets Mortgage Loans delivered to it in connection with Transactions hereunder hereunder, or to exercise any other remedies pursuant to Section 13 hereof 11, is a contractual right to accelerate, terminate or liquidate this Agreement or such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties Parties agree and acknowledge that if a party Party hereto is an “insured depository institution,” as such that term is defined in the Federal Deposit Insurance ActFDIA, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA FDIA, and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties Parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends It is understood and agreed that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as that term is defined in Section 101 of the meaning of Bankruptcy Code, and that either Party’s right to cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction is a contractual right to cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction as such terms are used described in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Sellers, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either b. Any party’s right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).. 71 LEGAL02/41216309v6 (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that intend that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 section 101(47) of the Bankruptcy Code, as amended and and, therefore, are subject to the protections of certain sections of the Bankruptcy Code including, without limitation, section 559 with respect to the exercise by Buyer of its rights hereunder to cause the liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a proceeding under the Bankruptcy Code, (ii) each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder and, therefore, are deemed “margin payments” or “settlement payments” as defined in Title 11 subject to the protections of certain sections of the Bankruptcy Code and that including, without limitation, section 555 with respect to the pledge exercise by Buyer of its rights hereunder to cause the Repurchase Assets constitutes “liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 proceeding under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof , and (iii) this Agreement is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin paymentmaster netting agreement,” as such that term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(vsection 101(38A) of the Bankruptcy Code and part and, therefore, is subject to the protections of the “contract” as such term is used in Section 741 certain sections of the Bankruptcy CodeCode including without limitation, section 561 with respect to Buyer’s rights to offset or net termination values, payment amounts, or other transfer obligations arising under or in connection with the termination, liquidation, or acceleration of Transactions hereunder. (d) b. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) c. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within d. For U.S. federal tax purposes, the meaning of and as such terms are used in Section 561 of Seller, the Bankruptcy Code Guarantor, the Buyer, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust or PennyMac Operating Partnership, L.P. as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e). e. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right “right” and “capacity”.

Intent. (a) The parties recognize that each Transaction is a “"repurchase agreement” " as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “"securities contract” " as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further intend and recognize and intend that this Agreement the Mortgage Loans constitute "securities" as such term is an agreement to provide financial accommodations and is not subject to assumption pursuant to defined in Section 101(49) of the Bankruptcy Code Section 365(a)Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s 's right to liquidate Purchased Assets Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section Paragraph 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The Although the parties hereby agree intend that all Transactions hereunder be sales and purchases and not loans, in the event any provisions hereof or in any other documentsuch Transactions are deemed to be loans, agreement or instrument that is related in any way the Seller shall be deemed to have pledged to the servicing Buyer as security for the performance by the Seller of its obligations under each such Transaction, and shall be deemed to have granted to the Buyer a security interest in, all of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) with respect to all Transactions hereunder and 101(47)(A)(v) of the Bankruptcy Code all Income thereon and part of the “contract” as such term is used in Section 741 of the Bankruptcy Codeother proceeds thereof. (d) The parties agree and acknowledge that if a party hereto is an “"insured depository institution,” " as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “"qualified financial contract,” a “repurchase agreement” and a “securities contract” " as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) It is understood that this Agreement constitutes a “"netting contract” " as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.Transaction

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and (except insofar as the type of Purchased Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit or Purchase Price Reset shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller, Guarantor, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be b. Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets, Repurchase Assets and Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).. ​ ​ (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. g. For U.S. federal tax purposes, the Seller, the Guarantor, the Administrative Agent, each Administrative Agent assignee, the Buyers, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by the Seller or the Guarantor as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e).

Intent. (a) The parties recognize that that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, as amended and (ii) each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 741(7) of the Bankruptcy Code, as amended and that (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 Section 741(8) of the Bankruptcy Code, and (iv) the grant of a security interest set forth in Sections 6 and 29(b) hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes a “a security agreement or other arrangement or other credit enhancementsecurities contract” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code. The parties It is further recognize and intend understood that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code Section 365(a)with respect to each Transaction so constituting a “repurchase agreement” or “securities contract”. Each party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered to it in connection with Transactions any Transaction hereunder or to exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 561 of the Bankruptcy Code. (dc) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) The parties agree and acknowledge that (i) the security interest granted to Buyer in the Originator Pledge and Security Agreement is granted to Buyer to induce Buyer to enter into this Agreement and (ii) such security interest and the Guaranty relate to the Transactions as part of an integrated, simultaneously-closing suite of secured financial contracts. (f) Each party intends In light of the intent set forth above in this Section 23, Seller agrees that, from time to time upon the written request of Buyer, Seller will cooperate in good faith with Buyer to execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements”, “securities contracts” and “master netting agreements”; in each case provided that Buyer has a reasonable basis for requiring the same, including, without limitation, as a result of the adoption of or any change in any applicable law, statute or regulation or in the interpretation or application thereof (provided, that any such request shall be on terms substantially consistent with, and no less favorable in any material respect to Seller than, Buyer’s requirements for other, similarly situated parties for whom Buyer has established comparable facilities). Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements”, “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties Seller, Agent and Buyers recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” agreement as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 8(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller, Agent and Buyers recognize that the Agent and Buyers shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller, Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s Agent and Buyers’ right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).. LEGAL02/40118759v8 (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 1991, as amended (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that this Repurchase Agreement, together with each Transaction hereunder, is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Repurchase Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Sellers and Buyer further recognize and intend that this Repurchase Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Repurchase Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Repurchase Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute constitutes a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Repurchase Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 546, Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Repurchase Agreement is intended to create mutuality of obligations among between the parties, and as such, this Repurchase Agreement constitutes a contract which (i) is between all both of the parties and (ii) places each party in the same right and capacity.

Intent. (ai) The parties intend and recognize that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (bii) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood The parties further intend that either partyXxxxx’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 362(b)(6), 362(b)(27), 546(e), 546(f), 546(j), 555 and 559 561; Xxxxx’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of a Seller Party pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contractsettlement payment” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”Bankruptcy Code Sections 741(5) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA741(8). (fiii) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement and each Transaction hereunder is intended to create mutuality of obligations among the parties, and as such, this Agreement and each Transaction hereunder constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (iv) Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “securities contract” and /or “master netting agreement” within the meaning of the Bankruptcy Code. (v) Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. Seller and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended; 561 and any payments or transfers of property made with respect to this Agreement or any Transaction to to: (i) satisfy a Margin Deficit Deficit, or (ii) comply with a Margin Call, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. 57 (a) The parties recognize intend and agree that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Sellers and Buyer further recognize and intend that this Repurchase Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Repurchase Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Repurchase Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Repurchase Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Repurchase Agreement is intended to create mutuality of obligations among the parties, and as such, this the Repurchase Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties Seller and Buyer recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 9(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller and the Buyer recognize that the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyXxxxx’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in Title 11 of the United States Code and that (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) II of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof Article 14 is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of Title 11 of the meaning of United States Code, as amended, and as such terms are used in Section 561 of Title 11 of the United States Code, as amended, and a “securities contract” with the meaning of Section 555 and Section 559 under the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement shall be deemed “related to” this Agreement within the meaning of Section 741 of the Bankruptcy Code. (g) Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties that, for U.S. federal, state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing to Seller, and that Seller be (except to the extent that Purchaser shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Purchaser agree to treat the Transactions as described in the preceding sentence for all U.S. federal, state, and local income and franchise tax purposes (including, without limitation, on any and all filings with any U.S. federal, state, or local taxing authority) and agree not to take any action inconsistent with such treatment. (h) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement as a “repurchase agreement” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contract” and/or “master netting agreement”, (ii) each party as a “repo participant” within the meaning of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality except insofar as, in the case of obligations among a “repurchase agreement”, the parties, and as such, this Agreement constitutes a contract which (i) is between all term of the parties and Transactions, would render such definition inapplicable, or (iiiii) places each party in Purchaser as a “financial institution” or “financial participant” within the same right and capacitymeaning of the Bankruptcy Code.

Intent. (a) a. The parties recognize that intend that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 section 101(47) of the Bankruptcy Code, as amended and and, therefore, are subject to the protections of certain sections of the Bankruptcy Code including, without limitation, section 559 with respect to the exercise by Buyer of its rights hereunder to cause the liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a proceeding under the Bankruptcy Code, (ii) each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder and, therefore, are deemed “margin payments” or “settlement payments” as defined in Title 11 subject to the protections of certain sections of the Bankruptcy Code and that including, without limitation, section 555 with respect to the pledge exercise by Buyer of its rights hereunder to cause the Repurchase Assets constitutes “liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 proceeding under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof , and (iii) this Agreement is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin paymentmaster netting agreement,” as such that term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(vsection 101(38A) of the Bankruptcy Code and part and, therefore, is subject to the protections of the “contract” as such term is used in Section 741 certain sections of the Bankruptcy CodeCode including without limitation, section 561 with respect to Buyer’s rights to offset or net termination values, payment amounts, or other transfer obligations arising under or in connection with the termination, liquidation, or acceleration of Transactions hereunder. (d) b. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) c. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within d. For U.S. federal tax purposes, the meaning of and as such terms are used in Section 561 of Seller, the Bankruptcy Code Guarantor, the Buyer, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by Guarantor or Seller as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e). e. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right “right” and “capacity”.

Intent. (a) a. The parties recognize and intend that this Agreement and each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 741(7) of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller Party, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This . For the avoidance of doubt, the pledge of the REO Subsidiary Interests constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement is intended to be a “repurchase agreement” and a “securities contract,” Transactions thereunder within the meaning of Section 555 Sections 101(38A)(A), 101(47)(A)(v) and Section 559 under 741(7)(A)(xi) of the Bankruptcy Code. It is understood . b. The parties recognize and intend that either party(i) Administrative Agent or Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements,” and “securities contracts” pursuant to sections 555, 559, 362(b)(6), 362(b)(7), 546(e) and 546(f) of the Bankruptcy Code and “master netting agreements” pursuant to sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code; (ii) Administrative Agent’s or a Buyer’s right to liquidate the Purchased Assets, Repurchase Assets, Mortgage Loans and Contributed Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; and (iii) any payments or transfers of property made with respect to this Agreement or any Transaction have been made to satisfy a Margin Deficit shall be considered or for the benefit of a “margin paymentfinancial institution”, a “financial participant” or a “repo participant” (in connection with a “repurchase agreement” (where applicable) and a “securities contract”) as such term is terms are defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) e. Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. f. For U.S. federal tax purposes, each of the Seller Parties, the Guarantor, the Administrative Agent, each Administrative Agent assignee, the Buyers, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by PennyMac Mortgage Investment Trust, PMC or PennyMac Holdings, LLC as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e).

Intent. (a) The parties intend and recognize that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood The parties further intend that either partyXxxxx’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 362(b)(6), 362(b)(27), 546(e), 546(f), 546(j), 555 and 559 561; Xxxxx’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of a Seller Party pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contractsettlement payment” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”Bankruptcy Code Sections 741(5) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA741(8). (fc) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement and each Transaction hereunder is intended to create mutuality of obligations among the parties, and as such, this Agreement and each Transaction hereunder constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (d) Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “securities contract” and /or “master netting agreement” within the meaning of the Bankruptcy Code. (e) Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each of Seller, Guarantor, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be b. Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets, Repurchase Assets and Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. g. For U.S. federal tax purposes, the Seller, the Guarantor, the Administrative Agent, each Administrative Agent assignee, the Buyers, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by the Seller or the Guarantor as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e).

Intent. Seller, Administrative Agent and each Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 hereof constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(A)(i) and (v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller, Administrative Agent and each Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning Administrative Agent’s (on behalf of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s Buyers) right to liquidate the Purchased Assets Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of the Guarantee and/or additional security agreements to provide enhancements to satisfy a Margin Deficit deficiency in the Over/Under Account, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; and (c) The parties hereby agree that any provisions hereof payments or transfers of property by Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIABankruptcy Code Section 741(8). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in Title 11 of the United States Code and that (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) II of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof Article 14 is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of Title 11 of the meaning of United States Code, as amended, and as such terms are used in Section 561 of Title 11 of the United States Code, as amended, and a “securities contract” with the meaning of Section 555 and Section 559 under the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement shall be deemed “related to” this Agreement within the meaning of Section 741 of the Bankruptcy Code. (g) Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties that, for U.S. federal, and relevant state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing to Seller, and that Seller be (except to the extent that Purchaser shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Purchaser agree to treat the Transactions as described in the preceding sentence for all U.S. federal, and relevant state, and local income and franchise tax purposes (including, without limitation, on any and all filings with any U.S. federal, state, or local taxing authority) and agree not to take any action inconsistent with such treatment. (h) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement as a “repurchase agreement” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contract” and/or “master netting agreement”, (ii) each party as a “repo participant” within the meaning of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality except insofar as, in the case of obligations among a “repurchase agreement”, the parties, and as such, this Agreement constitutes a contract which (i) is between all term of the parties and Transactions, would render such definition inapplicable, or (iiiii) places each party in Purchaser as a “financial institution” or “financial participant” within the same right and capacitymeaning of the Bankruptcy Code.

Intent. (a) The parties recognize that this Repurchase Agreement, together with each Transaction hereunder, is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy U.S. Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the U.S. Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code U.S. Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Repurchase Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) ), and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Repurchase Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)) of the Bankruptcy Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Repurchase Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559, and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Repurchase Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (dc) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” ”, as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” ”, as such terms are that term is defined in FDIA and any rules, orders orders, or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute constitutes a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) This Repurchase Agreement is intended to be a “repurchase agreement” and a “securities contract”, within the meaning of Sections 101(47), 546, 555, 559, and 741 of the Bankruptcy Code. (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Repurchase Agreement is intended to create mutuality of obligations among between the parties, and as such, this Repurchase Agreement constitutes a contract which (i) is between all both of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize Parties intend and acknowledge that each Transaction is a “repurchase agreement” as that term is defined in Section Paragraph 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section Paragraph 741 of Title 11 the Bankruptcy Code. Each Seller hereby agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement” as that term is defined in Paragraph 101 of the Bankruptcy Code, or as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentssecurities contract” as that term is defined in Title 11 Paragraph 741 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement in any dispute or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a)proceeding. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyany Party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof Paragraph 12 hereof, is a contractual right to accelerate, terminate or liquidate this Agreement or such Transaction as described in Sections Paragraphs 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (dc) The parties Parties agree and acknowledge that if a party Party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both any of the parties Parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends It is understood and agreed that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as that term is defined in Paragraph 101 of the meaning of Bankruptcy Code, and that any Party’s right to cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction is a contractual right to cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction as such terms are used described in Section Paragraph 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. Guild Parties and Buyer recognize and intend that: (a) The parties recognize that this Agreement and each Transaction is hereunder constitutes a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, as amended Code and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Title 11 Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Repurchase Assets Related Credit Enhancement in Section 6.1 hereof constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Guild Parties and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).; (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Items and Underlying Asset Collateral delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 hereof herein is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of Guarantees and/or additional security agreements to provide enhancements to satisfy a Margin Deficit deficiency in the Over/Under Account, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).; (c) The parties hereby agree that any provisions hereof payments or transfers of property by Seller (i) on account of a Haircut, (ii) in any other documentpartial or full satisfaction of a repurchase obligation, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” (iii) fees and costs under this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the or under any Transaction shall in each case constitute “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,settlement payments” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”Bankruptcy Code Section 741(8), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder.; and (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject each of (i) the Guarantees and/or additional security agreements delivered by Guarantor to Title IV Buyer pursuant to Section 2.9 hereof, (ii) the pledge of the Federal Deposit Insurance Corporation Improvement Act of 1991 amounts on deposit or held in the Over/Under Account pursuant to Section 3.5(e) hereof, and (“FDICIA”iii) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both the pledge of the parties servicing rights and ancillary collateral related to the Purchased Items and Underlying Asset Collateral in Section 6.1 hereof, each constitutes “a security agreement or other arrangement or other credit enhancement” that is not a “financial institutionrelated to” as that term is defined in FDICIA). (f) Each party intends that this the Agreement constitutes and shall be construed and interpreted as a “master netting agreement” Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and as such terms are used in Section 561 741(7)(A)(xi) of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties intend and recognize that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that Code, (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code , and (iv) the Guaranty constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller Party, Administrative Agent and Buyers further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. (b) Each Seller Party, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (bc) This Agreement is intended to be Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets and Contributed Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 559 561; Administrative Agent’s or a Buyer’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 23 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” or “settlement payment” as such term is terms are defined in Bankruptcy Code Section Sections 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code741(8). (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one (1) or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “repurchase agreement”, “master netting agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (g) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets Security delivered to it in connection with Transactions and the related Underlying Assets hereunder or to exercise any other remedies pursuant to Section 13 Paragraph 10 hereof is a contractual right to liquidate such Transaction as described in Sections Section 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (db) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ec) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fd) Each party intends The parties recognize that each of the Transactions and this Agreement constitutes is a “repurchase agreement” as that term is defined in Section 101 of the Bankruptcy Code, and shall be construed a “securities contract” as that term is defined in Section 741 of the Bankruptcy Code, or a “qualified financial contract” as that term is defined in the Federal Deposit Insurance Act, as applicable, and interpreted as a “master netting agreement” within the meaning of and as such terms are used that term is defined in Section 561 101 of the Bankruptcy Code. (e) The parties intend and agree that (1) the Agreement and each Transaction is a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code and a “securities contract” as that term is defined in Section 741(7)(A)(i) of the Bankruptcy Code; (2) that each payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in Section 101(22) of the Bankruptcy Code, a financial participant as defined in Section 101(22A) of the Bankruptcy Code, a “master netting agreement participant,” as defined in Section 101(38B) of the Bankruptcy Code; (3) the grant of the security interest in Paragraph 6 of the Agreement constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A) and 741(7)(A)(xi) of the Bankruptcy Code; and (4) payments under this Agreement are deemed “margin payments” or “settlement payments,” as defined in Sections 101 and 741(5) of the Bankruptcy Code or transfers made by or to (or for the benefit of) a financial institution or financial participant in connection with a securities contract or repurchase agreement. (f) The parties further intend and agree that: (1) Buyer is (for so long as Buyer is a “financial institution,” “financial participant” or other entity listed in Sections 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of the Bankruptcy Code) entitled to, without limitation, the liquidation, termination, acceleration, set-off, and non-avoidability rights afforded to parties, such as Buyer, who are parties to a “securities contract” pursuant to Sections 555, 362(b)(6) and 546(c) of the Bankruptcy Code; and a “master netting agreement” pursuant to Section 561, 362(b)(27) and 546(j) of the Bankruptcy Code; and (2) Buyer’s right to liquidate the Purchased Security delivered to it in connection with the Transactions hereunder and the related Underlying Assets or to accelerate or terminate the Agreement or otherwise exercise any other remedies herein is a contractual right to liquidate, accelerate or terminate such Transaction as described in Sections 555, 559 and 561 of the Bankruptcy Code. The parties also recognize, intend and agree that the Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Section 365(a) of the Bankruptcy Code. (g) With respect to the Guaranty provided by the Guarantor, which guarantees Seller’s obligations under this Agreement, the parties intend and agree that the such Guaranty is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(38)(A) and 741(7)(A)(xi) of the Bankruptcy Code. (h) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (i) Each party agrees that it shall not challenge the characterization of this Agreement or any Transaction as a securities contract and master netting agreement under the Bankruptcy Code. (j) Each party agrees that this Agreement and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Intent. (a) The parties recognize that intend, agree and acknowledge that: (i) each Transaction is involving a Purchased Loan with a Repurchase Date less than one year after the Purchase Date qualifies as a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47) of the Bankruptcy Code, (ii) each Transaction involving a Purchased Loan qualify as amended and a “securities contract” as that term is defined in Section 741 741(7) of Title 11 the Bankruptcy Code, (iii) each payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in section 101(22) of the Bankruptcy Code, a financial participant as defined in section 101(22A) of the Bankruptcy Code or repo participant as defined in section 101(46) of the Bankruptcy Code, (iv) the grant of a security interest set forth in Section 6 hereof to secure the rights of Buyer hereunder also constitutes a “repurchase agreement” (where applicable) as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code and are a part of this Agreement and (v) each of the Purchased Loans shall constitute a “security” as defined in Section 101(49) of the Bankruptcy Code, a mortgage loan or an interest in a mortgage loan. It is further understood that this Agreement is intended to constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed amended, with respect to each Transaction so constituting a “margin paymentsrepurchase agreement” (where applicable), or “settlement paymentssecurities contract”. Each party hereto hereby further agrees that it shall not challenge the ​ characterization of this Agreement as a “repurchase agreement,” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancementsecurities contract” that is and/or “related tomaster netting agreement” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend, agree and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate the Purchased Assets Loans delivered to it in connection with Transactions the Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy United States Code, as amended; any payments . It is further understood and agreed that either party’s right to cause the termination, liquidation, or transfers of property made with respect acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement or any Transaction hereunder is a contractual right to satisfy a Margin Deficit shall be considered a “margin payment” cause the termination, liquidation, or acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this Agreement as such term is defined described in Section 561 of the Bankruptcy Code Section 741(5)Code. (c) The parties hereby agree that any provisions hereof or in any other documentintend, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (e) The parties intend, agree and acknowledge that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat the Transactions as indebtedness of the Seller Parties that is secured by the Purchased Loans, and the Purchased Loans as owned by Sellers for such purposes, and agrees to take no action inconsistent with such treatment, unless required by law, in which case such party shall promptly notify the other party of such requirement. (f) In light of the intent set forth above in this Section 22, Each party intends Sellers agrees that, from time to time upon the written request of Buyer, such Sellers will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in Buyer’s sole discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase agreements” (where applicable), “securities contracts” and “master netting agreements”; provided, however, that Buyer’s failure to request, or Buyer’s or any Seller’s failure to execute, such supplements, modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement constitutes and shall be construed and interpreted as the Transactions hereunder constitute “repurchase agreements” (where applicable), “securities contracts” and/or a “master netting agreement” within the meaning of and as such terms are used defined in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.Code. ​ ​

Intent. (a) The parties Seller and Buyer recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 9(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller and the Buyer recognize that the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller Parties and Buyer further recognize recognizes and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyb. Buyer’s right to liquidate the Purchased Assets and the Contributed Crop Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this e. This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting agreementsecurities contract,” within the meaning of Section 101(47), Section 362(b)(6), Section 555 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that both the pledge of the Repurchase Assets and the Guaranty constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Administrative Agent and Buyers and each Seller Party and Guarantor further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyAdministrative Agent’s right to liquidate the Purchased Assets, Underlying Assets and Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 15 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of LEGAL02/44639412v17 property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (f) This Agreement is intended to be a “securities contract,” within the meaning of Section 555 under the Bankruptcy Code. (g) With respect to the security interest granted in Section 8 hereof, as stated therein and affirmed by the Seller Parties here, is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(38A)(A) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of Seller’s Obligations to the Buyers.

Intent. (a) The parties Seller, Agent and Buyers recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” agreement as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 8(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller, Agent and Buyers recognize that the Agent and Buyers shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller, Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a)) of the Bankruptcy Code. (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right Agent and Buyexx’ xxght to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5)) of the Bankruptcy Code. (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 57 LEGAL02/41245355v3 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 1991, as amended (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties recognize that intend that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 section 101(47) of the Bankruptcy Code, as amended and and, therefore, are subject to the protections of certain sections of the Bankruptcy Code including, without limitation, section 559 with respect to the exercise by Buyer of its rights hereunder to cause the liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a proceeding under the Bankruptcy Code, (ii) each Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder and, therefore, are deemed “margin payments” or “settlement payments” as defined in Title 11 subject to the protections of certain sections of the Bankruptcy Code and that including, without limitation, section 555 with respect to the pledge exercise by Buyer of its rights hereunder to cause the Repurchase Assets constitutes “liquidation, termination, or acceleration of such Transactions upon Seller becoming the subject of a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 proceeding under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof , and (iii) this Agreement is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin paymentmaster netting agreement,” as such that term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(vsection 101(38A) of the Bankruptcy Code and part and, therefore, is subject to the protections of the “contract” as such term is used in Section 741 certain sections of the Bankruptcy CodeCode including without limitation, section 561 with respect to Buyer’s rights to offset or net termination values, payment amounts, or other transfer obligations arising under or in connection with the termination, liquidation, or acceleration of Transactions hereunder. (d) b. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) c. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within d. For U.S. federal tax purposes, the meaning of and as such terms are used in Section 561 of Seller, the Bankruptcy Code Guarantors, the Buyer, and each Buyer assignee by acquiring an interest in any Transaction agree to treat and report each Transaction as indebtedness issued by Guarantor or Seller as the case may be, which indebtedness, in the case of each obligor, shall have but a single maturity for purposes of Code section 7701(i)(2)(A)(ii) and U.S. Treasury Regulation section 301.7701(i)-1(e). e. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right “right” and “capacity”.

Intent. (a) The parties Seller and Buyer recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 8(a)9(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller and the Buyer recognize that the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 1819 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties Seller and Buyer recognize that each Transaction purchase transaction hereunder is intended to be a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy CodeUSC, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy CodeUSC, as amended and that all payments hereunder are deemed a “margin payments” or “settlement paymentsmaster netting agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy CodeUSC. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with Transactions the transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 subSection 8.3 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) USC. The parties hereby agree that all servicing agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v101(47)(a)(v) of Title 11 of the Bankruptcy Code USC and part of the “contract” as such term is used in Section 741 of Title 11 of the Bankruptcy Code. (d) USC. The parties hereby agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance ActAt, as amended (“FDIA”), then each Transaction purchase transaction hereunder is shall be a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) . It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize intend and agree that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 Bankruptcy Code and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 the Bankruptcy Code, each of the Participation Interests and the REO Subsidiary Interests is a “security” as that term is defined Section 101(49) of the Bankruptcy Code and that both the pledge of the Repurchase Assets constitutes and the Guaranty constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended . Each Party further agrees that it shall not challenge, and hereby waives to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 fullest extent available under the Bankruptcy Code. It is understood that either party’s applicable law its right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to challenge, the characterization of either (i) the Participation Interests and the REO Subsidiary Interests as a security contemplated by Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v101(49) of the Bankruptcy Code and part of the “contract” or (ii) any Transaction under this Agreement or this Agreement as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement,” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a and/or “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacityCode.

Intent. (a) The parties Seller and Buyer recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of Title 11 101(47)(A)(i) of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as amended and that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code Code, and that the pledge of the Repurchase Assets constitutes Related Security in Section 8(a) hereof is intended to constitute a “a security agreement agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller and the Buyer recognize that the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 19 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in in, without limitation, Sections 555 555, 559 and 559 of Title 11 561 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 101(47)(A)(v741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties further agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA the FDIA, and any rules, orders or policy statements statement thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, ,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Repurchase Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Repurchase Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Repurchase Agreement or otherwise exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Repurchase Agreement or any Transaction to satisfy a Margin Deficit shall be is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Repurchase Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute constitutes a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Repurchase Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Repurchase Agreement is intended to create mutuality of obligations among between the parties, and as such, this Repurchase Agreement constitutes a contract which (i) is between all both of the parties and (ii) places each party in the same right and capacity.

Intent. (a) a. The parties intend and recognize that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that Code, (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code , and (iv) the Guaranty constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller Party, Administrative Agent and Bxxxxx further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code. b. Each Seller Party, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be c. Administrative Agent’s or a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Assets and Contributed Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 559 561; Administrative Agent’s or a Buyer’s right to set-off claims and appropriate and apply any and all deposits of Title 11 money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 23 hereof is a contractual right as described in Bankruptcy Code, as amendedCode Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” or “settlement payment” as such term is terms are defined in Bankruptcy Code Section Sections 741(5) and 741(8). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) d. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (e) e. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one (1) or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this f. This Agreement constitutes and shall is intended to be construed and interpreted as a “repurchase agreement”, “master netting agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. g. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase LEGAL02/40558019v11 agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize intend and acknowledge that (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101 101(47) of Title 11 of the Bankruptcy United States Code, as amended (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy United States Code, as amended and that (except insofar as the type of assets subject to such Transaction would render such definition inapplicable), (ii) each Purchased Asset constitutes either a “mortgage loan” or “an interest in a mortgage” as such terms are used in Title 11 of the United States Code, (iii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 II of the Bankruptcy Code and that (iv) the grant of the security interest/pledge of the Repurchase Assets Collateral in Article 7 constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” The parties intend and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood acknowledge that either party’s right to liquidate Purchased Assets delivered cause the termination, liquidation or acceleration of, or to it set-off or net termination values, payment amounts or other transfer obligations arising under, or in connection with Transactions with, this Agreement or any Transaction hereunder or to exercise any other remedies pursuant to Section 13 hereof Article 14 is in each case a contractual right to liquidate cause or exercise such Transaction right as described in Sections 555 555, 559 and 559 561 of Title 11 of the Bankruptcy United States Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in the FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends The parties intend and acknowledge that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within as defined in Section 101(38A) of Title 11 of the meaning of United States Code, as amended, and as such terms are used in Section 561 of Title 11 of the United States Code, as amended, and a “securities contract” with the meaning of Section 555 and Section 559 under the Bankruptcy Code. (f) The parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in any way to this Agreement shall be deemed “related to” this Agreement within the meaning of Section 741 of the Bankruptcy Code. (g) Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties that, for U.S. federal, and relevant state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing to Seller, and that Seller be (except to the extent that Purchaser shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Xxxxxx and Purchaser agree to treat the Transactions as described in the preceding sentence for all U.S. federal, and relevant state, and local income and franchise tax purposes (including, without limitation, on any and all filings with any U.S. federal, state, or local taxing authority) and agree not to take any action inconsistent with such treatment. (h) Each party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement as a “repurchase agreement” (except to the extent the related Transaction has a duration that renders such term inapplicable), “securities contract” and/or “master netting agreement”, (ii) each party as a “repo participant” within the meaning of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality except insofar as, in the case of obligations among a “repurchase agreement”, the parties, and as such, this Agreement constitutes a contract which (i) is between all term of the parties and Transactions, would render such definition inapplicable, or (iiiii) places each party in Purchaser as a “financial institution” or “financial participant” within the same right and capacitymeaning of the Bankruptcy Code.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Assets Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 14 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate Purchased the Transaction Mortgage Loans and Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 15 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Combined Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the this Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Each Seller Party and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either partyBuyer’s right to liquidate the Purchased Asset, Underlying Mortgage Loans and Combined Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 15 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunder. (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA thereunder (except insofar as one or both the type of the parties is not a “financial institution” as that term is defined in FDICIAassets subject to such Transaction would render such definition inapplicable). (f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets Pledged Items constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (ba) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s Buyer's right to liquidate the Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 13 16 hereof is a contractual right to liquidate liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (db) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ec) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fd) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting agreement”, “repurchase agreement” and a “securities contract,” within the meaning of and as such terms are used in Section 101(47), Section 555, Section 559, Section 561 of and Section 741 under the Bankruptcy Code and each Code. (e) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (f) With respect to the security interest granted in Section 9, Section 9(a), as stated therein and affirmed by Seller here, is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Seller’s Obligations to the Buyer.

Intent. (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy United States Code, as amended and amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The parties Seller, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). (b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either any party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 13 7.03 hereof is a contractual right to liquidate such Transaction as described in Bankruptcy Code Sections 555 555, 559 and 559 of Title 11 of the Bankruptcy Code, as amended561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5). (c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code. (d) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are that term is defined in FDIA and any rules, orders or policy statements thereunderthereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (ed) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). (fe) Each party intends that this This Agreement constitutes and shall is intended to be construed and interpreted as a “master netting repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and as such terms are used in Section 561 of 741 under the Bankruptcy Code and each Code. (f) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity. (g) The parties acknowledge and agree that it is their intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as Indebtedness of Seller that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller in the absence of an Event of Default by Seller. The parties agree to take no action inconsistent with such treatment unless required by applicable law or final determination of a taxing authority.