Common use of Price Differential Clause in Contracts

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 hereof and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other an Event of Default existshas occurred and is continuing, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ after receipt of written request from Seller, and provided no Margin Call or other is outstanding and no Event of Default existshas occurred and is continuing, Buyer shall remit any portion of such Buydown Amount back to Seller.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall hereby promises to pay to Buyer all accrued and unpaid Price Differential on the Transactions, as invoiced by Buyer to Seller [***] (the “Price Differential Statement Date”); provided, that on each Price Differential Payment Date prior to the occurrence and continuation of an Event of Default, the estimated Price Differential owed hereunder shall be subject to a true-up of the amount determined by Xxxxx and delivered to the Seller [***]. Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply all payments of Price Differential in respect of any Purchased Asset pro rata among the Price Differential for Base and the Price Differential Incremental 1. On and after an Event of Default, any application of Price Differential will first be attributed to the Price Differential Base then due and owning until reduced to zero, and second to the Price Differential Incremental 1 then due and owning until reduced to zero. If Buyer fails to deliver such statement on the Price Differential Statement Date, on such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails to shall pay all or part of the amount which Seller calculates as the Price Differential by 3:00 p.m. (New York City time) on due and upon delivery of the related Price Differential Payment Date, with respect to any Purchased Mortgage Loanstatement, Seller shall be obligated to pay remit to Buyer (any shortfall, or Buyer shall refund to Seller any excess, in addition to, and together with, the amount of such Price Differential) interest Differential paid. Price Differential shall accrue each day on the unpaid Repurchase Purchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest applicable Pricing Rate. The Seller Price Differential shall be entitled to request a drawdown computed on the basis of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality actual number of the foregoing, days in the event that each Price Differential Period and a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller360-day year.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two One (21) Business Days Day prior to the Price Differential Payment Date, Buyer shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 4:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller x. Xxxxxxx may remit to Buyer funds in an amount up to the outstanding Purchase Price (including, without duplication, Purchase Price Increase) of the Purchased Mortgage LoansAssets, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller Sellers shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the any Seller. Within two (2) Business Days’ receipt of written request from any Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to such Seller.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, the Buyer shall give Seller the Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller the Sellers shall pay to the Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 36 hereof), by wire transfer in immediately available funds. b. If Seller fails the Sellers fail to pay all or part of the Price Differential by 3:00 4:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller the Sellers shall be obligated to pay to the Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by the Buyer. c. Seller The Sellers may remit to the Buyer funds in an amount $100,000 increments up to the outstanding Purchase Price of the Purchased Mortgage LoansPrice, to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “Buydown Amount”). The Buydown Amount shall be used by the Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller Sellers shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount in increments of $100,000 no more than one time per weekweek with forty-eight (48) hours notice. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSellers.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections Section 7 hereof and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller Sellers shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller x. Xxxxxxx, or either of them, may remit to Buyer Administrative Agent funds in an amount up to the then-outstanding Purchase Price, to be applied as of the date such funds are received by Administrative Agent towards the aggregate outstanding Purchase Price of the Purchased Mortgage Loans, Loans subject to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”)outstanding Transactions on a pro rata basis. The Buydown Amount Price Differential shall be used by Buyer in order to calculate the aggregate Price Differentialapplied, which will and shall accrue on the aggregate Purchase Price then outstanding minus the Buydown Amountoutstanding, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown after such application of the Buydown Amount or remit additional such funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, as provided in the event that a Margin Call or other Default existspreceding sentence, the Buyer shall be entitled subject to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSection 6.d.

Price Differential. a. i. On the beginning of each Business Day Pricing Period that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreedagreed between Buyer and Seller, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days [***] prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer (to the extent not paid on such date through the payments required pursuant to Section 8(b) hereof) the accrued but unpaid Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 8 and 34 29 hereof), by wire transfer in immediately available funds. b. ii. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. [***] (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price or Release Price, as applicable, at a rate per annum equal to the Post Default Rate calculated by Buyer from and after such Payment Date and until the Price Differential is received in full by Buyer. c. Seller may remit iii. If prior to any Pricing Period, Buyer funds determines in an amount up to its sole discretion that, by reason of circumstances affecting the outstanding Purchase Price of the Purchased Mortgage Loansrelevant market, to be held as unsegregated cash margin adequate and collateral reasonable means do not exist for all Obligations under this Agreement (ascertaining LIBOR for such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default existsPeriod, Buyer shall remit any portion of such Buydown Amount back give prompt notice thereof to Seller, whereupon, if Buyer is also then converting the pricing rates or interest rates of similarly situated counterparties in similar facilities, the Pricing Rate for such Pricing Period, and for all subsequent Pricing Periods until such notice has been withdrawn by Buyer, shall be an alternative per annum rate based on an index approximating the behavior of LIBOR, as determined by Buyer and is consistent with the pricing index of similarly situated counterparties in similar facilities.

Price Differential. a. (i) On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for each Price Differential Collection Period shall be settled in cash on each related the following Price Differential Payment Date. Notwithstanding the foregoing, the payment of any Price Differential for any Price Differential Collection Period shall be at least equal to the Minimum Price Differential Amount. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereofdue from Seller under this Agreement or any other Facility Document), by wire transfer in immediately available fundsfunds to the account set forth in Section 10(a) hereof. b. (ii) If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanLoans, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit . For the avoidance of doubt, Seller’s obligation to pay any Price Differential to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, shall not be deemed to be held as unsegregated cash margin satisfied (and collateral for all Obligations under such Price Differential shall not deemed to be paid to Buyer) until the amount of such Price Differential is actually received by Buyer in the account of Buyer that is referenced in Section 10(a) of this Agreement (such amountand not the Settlement Account or any other account); provided further, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of upon written request from Sellerby Xxxxxx, Xxxxx will deliver reasonable detailed evidence of all such calculations and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back determinations to Seller.

Price Differential. a. x. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, the applicable Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections Section 7 hereof and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. xi. If a Seller fails to pay all or part of the Price Differential by 3:00 4:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, such Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller xii. If prior to any Price Differential Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Sellers, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price benchmark rate (if any) incorporated therein) and (ii) zero, together with any proposed Successor Rate Conforming Changes, as determined by Administrative Agent in its good faith discretion using similar methodology that Administrative Agent uses for similarly situated counterparties with similar assets under similar facilities (any such rate, a “Successor Rate”); provided that if Seller does not agree with such determination, Seller shall have the right to terminate this Agreement and all Transactions hereunder upon fifteen (15) days’ prior written notice to Administrative Agent by payment in full to Administrative Agent of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown Obligations of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller.

Price Differential. a. On the beginning of each Business Day Pricing Period that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreedagreed between Administrative Agent and Seller, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent (to the extent not paid on such date through the payments required pursuant to Sections 7(d) or 7(e) hereof) the accrued but unpaid Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections Section 7 and 34 hereofSection 34), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, unless there exists sufficient funds in the Deposit Account, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate calculated from and after such Price Differential Payment Date and until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers or until such time that there are sufficient funds in the Deposit Account. c. Seller may remit If prior to Buyer funds any Pricing Period, Administrative Agent determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Pricing Period, Administrative Agent shall give prompt notice thereof to Seller, whereupon if Administrative Agent is also then converting the pricing rates or interest rates of similarly situated counterparties with similar assets in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loanssimilar facilities, to be held as unsegregated cash margin Pricing Rate for such Pricing Period, and collateral for all Obligations under this Agreement (subsequent Pricing Periods until such amountnotice has been withdrawn by Administrative Agent, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used an alternative per annum rate based on an index approximating the behavior of LIBOR, as determined by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerAdministrative Agent.

Price Differential. a. On the beginning of each Business Day Pricing Period that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreedagreed between Administrative Agent and Seller, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent for the benefit of Buyers (to the extent not paid on such date through the payments required pursuant to Sections 7(d) or 7(e) hereof) the accrued but unpaid Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections Section 7 and 34 hereof)Section 34, by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate calculated from and after such Price Differential Payment Date and until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller may remit If prior to Buyer funds any Pricing Period, Administrative Agent determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Pricing Period, Administrative Agent shall give prompt notice thereof to Seller, whereupon the Pricing Rate for such Pricing Period, and for all subsequent Pricing Periods until such notice has been withdrawn by Administrative Agent, shall be an alternative per annum rate based on an index approximating the behavior of LIBOR, as determined by Administrative Agent, in an amount up its good faith discretion, and implementing the same index and manner of calculations as Administrative Agent implements for similar repurchase facilities financing assets similar to the outstanding Purchase Price of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral Assets for all Obligations under this Agreement (other borrowers or sellers in such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Sellersimilar repurchase facilities.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller Sellers may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage LoansPrice, to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “"Buydown Amount”"). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller Sellers shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the SellerSellers. Within two (2) Business Days’ ' receipt of written request from SellerSellers, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSellers.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall hereby promises to pay to Buyer all accrued and unpaid Price Differential on the Transactions, as invoiced by Buyer to Seller [***] (the “Price Differential Statement Date”); provided, that on each Price Differential Payment Date prior to the occurrence and continuation of an Event of Default, the estimated Price Differential owed hereunder shall be subject to a true-up of the amount determined by Xxxxx and delivered to the Seller [***]. Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply all payments of Price Differential in respect of any Purchased Asset pro rata among the Price Differential for Base and the Price Differential Incremental 1. On and after an Event of Default, any application of Price Differential will first be attributed to the Price Differential Base then due and owning until reduced to zero, and second to the Price Differential Incremental 1 then due and owning until reduced to zero. If Buyer fails to deliver such statement on the Price Differential Statement Date, on such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails to shall pay all or part of the amount which Seller calculates as the Price Differential by 3:00 p.m. (New York City time) on due and upon delivery of the related Price Differential Payment Date, with respect to any Purchased Mortgage Loanstatement, Seller shall be obligated to pay remit to Buyer (any shortfall, or Buyer shall refund to Seller any excess, in addition to, and together with, the amount of such Price Differential) interest Differential paid. Price Differential shall accrue each day on the unpaid Repurchase Purchase Price at a rate per annum equal to the Post Default Rate until the applicable pricing rate. The Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to shall be computed on the outstanding Purchase Price basis of the Purchased Mortgage Loans, to be held as unsegregated cash margin actual number of days in each Price Differential Period and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller360-day year.

Price Differential. a. On Notwithstanding Buyer’s and Sellers’ intention that the Transactions hereunder be sales to Buyer of Purchased Mortgage Loans (other than for tax purposes, as set forth in Section 26(e)), on each Business Day that a Transaction is outstanding, the Pricing Rate for each such Transaction shall be reset and, unless otherwise agreed, the accrued and unpaid accreted value of the Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid on such date pursuant to Sections 7 7, 34 and 34 35 hereof), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price relating to such Purchased Mortgage Loan at a rate per annum equal to the Post Default Rate until the Price Differential relating to such Purchased Mortgage Loan is received in full by Buyer. c. Seller x. Xxxxxxx may remit to Buyer funds in an amount $500,000 increments up to the outstanding Purchase Price of the Purchased Mortgage LoansPrice, to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing RateSub-Prime Mortgage Loans or Second Lien Mortgage Loans (including HELOCs). The Seller Sellers shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount in increments of $500,000 no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSellers.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections 7 and 34 hereof36 hereof and Section 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase LEGAL02/41326134v4 Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Price Differential Payment Date, Administrative Agent determines in its sole good faith discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining LIBOR, LIBORthe Reference Rate; (ii) the Reference Rate is no longer in existence; or (iii) continued implementation of the Reference Rate is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Reference Rate exists, (iv) the Reference Rate will not adequately and fairly reflect the cost to Administrative Agent and Buyers of purchasing or maintaining Transactions or (v) the administrator of LIBORthe Reference Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBORthe Reference Rate shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace LIBORthe Reference Rate for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (ix) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price benchmark rate (if any) incorporated therein) and (iiy) zero, together with any proposed Successor Rate Conforming Changes, as determined by Administrative Agent in its sole good faith discretion (any such rate, a “Successor Rate”). d. To the extent Administrative Agent implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller Parties of the Purchased Mortgage Loans, to be held as unsegregated cash margin effectiveness of any such changes. Any determination of a Successor Rate and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount adoption of Successor Rate Conforming Changes shall be used made by Buyer in order a manner substantially consistent with market practice with respect to calculate the aggregate Price Differential, which similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use become effective without any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, further action or consent from, of Seller Parties to this Agreement or the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerProgram Agreements.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 7, 34 and 34 35 hereof), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 4:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, to be held as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller Any such reduction shall be entitled to request reflected as a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per weekPrice Differential rebate on Seller’s monthly invoice. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided Provided no Margin Call or other Default existsexists (a) upon receipt of written request from Seller prior to 12:00 p.m. (New York City time) on a Business Day, Buyer shall remit any portion of such Buydown Amount back to SellerSeller on the date such request is received and (b) upon receipt of written request from Seller at or following 12:00 p.m. (New York City time) on a Business Day, Buyer shall remit any portion of such Buydown Amount back to Seller on the Business Day following the date such request is received.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections Section 7 hereof and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply all payments of Price Differential in respect of any Purchased Mortgage Loan pro rata among the Price Differential-Base, the Price Differential-Incremental 1 and the Price Differential-Incremental 2 based upon the Allocated Percentage of each. On and after an Event of Default, any application of Price Differential will first be attributed to the Price Differential-Base then due and owing until reduced to zero, second to the Price Differential-Incremental 1 then due and owning until reduced to zero and third to the Price Differential-Incremental 2 then due and owning until reduced to zero. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller Sellers shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at LEGAL02/41216309v6 a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller x. Xxxxxxx, or either of them, may remit to Buyer Administrative Agent funds in an amount up to the then-outstanding Purchase Price, to be applied as of the date such funds are received by Administrative Agent towards the aggregate outstanding Purchase Price of the Purchased Mortgage LoansLoans subject to outstanding Transactions on a pro rata basis. The Price Differential shall be applied, and shall accrue on the Purchase Price then outstanding, after such application of such funds as provided in the preceding sentence. d. If prior to any Price Differential Payment Date, Administrative Agent determines in its sole good faith discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Reference Rate; (ii) the Reference Rate is no longer in existence; (iii) continued implementation of the Reference Rate is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Reference Rate exists, (iv) the Reference Rate will not adequately and fairly reflect the cost to Administrative Agent and Buyers of purchasing or maintaining Transactions or (v) the administrator of the Reference Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which the Reference Rate shall no longer be held as unsegregated cash margin made available or used for determining the interest rate of loans, Administrative Agent shall give sixty (60) days’ written notice to Sellers that Administrative Agent will implement a Successor Rate and collateral for all Obligations under such notice shall identify such Successor Rate, together with any Successor Rate Conforming Changes. Sellers may, within thirty (30) days after receipt of such notice, elect to terminate this Agreement (in an elected terminated date that is on or after the date such amountSuccessor Rate is effective. Upon such termination, Sellers shall pay to Administrative Agent the final installment of any then due and payable Commitment Fee, calculated on a pro-rated basis for the related partial calendar quarter and, after such payment, no future Commitment Fee shall accrue under the terms of this Agreement. e. To the extent not applied to Obligations under this Agreement, Administrative Agent implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Sellers of the “Buydown Amount”)effectiveness of any such changes. The Buydown Amount Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be used made by Buyer in order a manner substantially consistent with market practice with respect to calculate the aggregate Price Differential, which similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use become effective without any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, further action or consent from, of Sellers to this Agreement or the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerProgram Agreements.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) [***] Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections Section 7 hereof, and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. [***] (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (ii) [***], to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown If Administrative Agent shall exercise its rights under this Section 5.c, then Seller shall have the right to terminate this Agreement and all Transactions hereunder upon [***] prior written notice to Administrative Agent by payment in full to Administrative Agent of the then outstanding Repurchase Price of all Purchased Assets without payment of penalty. For the avoidance of doubt, no Make Whole Amount shall be used by Buyer due for the month in order which Seller terminates this Agreement and repurchases all Transactions hereunder pursuant to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Sellerthis this Section 5.c.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 35 hereof), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Price Differential Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (ii) zero, to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown Amount Any such determination of the Successor Rate shall be used made by Buyer Administrative Agent in order a ​ ​ manner substantially consistent with market practice with respect to calculate similarly situated counterparties with substantially similar assets in similar facilities; provided, that the aggregate Price Differential, which will accrue on foregoing standard shall only apply to repurchase transactions that are under the aggregate Purchase Price then outstanding minus supervision of Administrative Agent’s investment bank New York mortgage finance business that administers the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerTransactions.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanLoan or Contributed Asset, Seller Sellers shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Post-Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Sellers, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (ii) zero, to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller Sellers shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 7, and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller x. Xxxxxxx may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage Loans, $500,000 increments to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “"Buydown Amount”"). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing RateConforming Mortgage Loans. The Seller Sellers shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount in increments of $500,000 no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSellers.

Price Differential. a. (a) On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) [***] Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections Section 7 hereof, and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. b. (b) If Seller fails to pay all or part of the Price Differential by 3:00 p.m. [***] (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller (c) If prior to any Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of LIBOR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (i) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (ii) [***], to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown If Administrative Agent shall exercise its rights under this Section 5.c, then Seller shall have the right to terminate this Agreement and all Transactions hereunder upon [***] prior written notice to Administrative Agent by payment in full to Administrative Agent of the then outstanding Repurchase Price of all Purchased Assets without payment of penalty. For the avoidance of doubt, no Make Whole Amount shall be used by Buyer due for the month in order which Seller terminates this Agreement and repurchases all Transactions hereunder pursuant to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Sellerthis this Section 5.c.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller the Sellers written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller the Sellers shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections 7 7, 34 and 34 35 hereof), by wire transfer in immediately available funds. b. If Seller fails the Sellers fail to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller the Sellers shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount $100,000 increments up to the outstanding Purchase Price of the Purchased Mortgage LoansPrice, to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “Buydown Amount”). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing RateConforming Mortgage Loans. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount in increments of $100,000 no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to Seller.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) [***] Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections Section 7 hereof, and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply all payments of Price Differential in respect of any Purchased Asset and Contributed Asset pro rata among the Price Differential-Base, the Price Differential-Incremental 1 and the Price Differential-Incremental 2 based upon the Allocated Percentage of each. On and after an Event of Default, any application of Price Differential will first be attributed to the Price Differential-Base then due and owing until reduced to zero, second to the Price Differential-Incremental 1 then due and owning until reduced to zero and third to the Price Differential-Incremental 2 then due and owning until reduced to zero. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. [***] (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Reference Rate; (ii) the Reference Rate is no longer in existence; (iii) continued implementation of the Reference Rate is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Reference Rate exists, (iv) the Reference Rate will not adequately and fairly reflect the cost to Administrative Agent and Buyers of purchasing or maintaining Transactions or (v) the administrator of the Reference Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which the Reference Rate shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace the Reference Rate for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (x) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (y) zero, to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown Amount If Administrative Agent shall be used by Buyer in order to calculate the aggregate Price Differentialexercise its rights under this Section 5.c, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled have the right to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or terminate this Agreement and all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two Transactions hereunder upon five (25) Business Days’ receipt prior written notice to Administrative Agent by payment in full to Administrative Agent of written request from Sellerthe then outstanding Repurchase Price of all Purchased Assets without payment of penalty. For the avoidance of doubt, no Make Whole Amount shall be due for the month in which Seller terminates this Agreement and provided no Margin Call repurchases all Transactions hereunder pursuant to this this Section 5.c. d. To the extent Administrative Agent implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller Parties of the effectiveness of any such changes. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Administrative Agent in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller Parties to this Agreement or the other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerProgram Agreements.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) [***] Business Days prior to the Price Differential Payment Date, Buyer Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts to be paid then due and owing pursuant to Sections Section 7 hereof, and 34 hereofSection 3 of the Pricing Side Letter), by wire transfer in immediately available funds. Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply all payments of Price Differential in respect of any Purchased Asset and Contributed Asset pro rata among the Price Differential-Base, the Price Differential-Incremental 1 and the Price Differential-Incremental 2 based upon the Allocated Percentage of each. On and after an Event of Default, any application of Price Differential will first be attributed to the Price Differential-Base then due and owing until reduced to zero, second to the Price Differential-Incremental 1 then due and owning until reduced to zero and third to the Price Differential-Incremental 2 then due and owning until reduced to zero. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. [***] (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage LoanAsset, Seller shall be obligated to pay to Buyer Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by BuyerAdministrative Agent for the benefit of Buyers. c. Seller If prior to any Payment Date, Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining LIBOR, LIBORthe Reference Rate; (ii) the Reference Rate is no longer in existence, or; (iii) continued implementation of the Reference Rate is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Reference Rate exists, (iv) the Reference Rate will not adequately and fairly reflect the cost to Administrative Agent and Buyers of purchasing or maintaining Transactions or (v) the administrator of LIBORthe Reference Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBORthe Reference Rate shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may remit give prompt notice thereof to Buyer funds in Seller, whereupon the rate for such period that will replace LIBORthe Reference Rate for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (ix) an amount up alternative benchmark rate (including any mathematical or other adjustments to the outstanding Purchase Price of the Purchased Mortgage Loansbenchmark rate (if any) incorporated therein) and (iiy) zero, to be held together with any proposed Successor Rate Conforming Changes, as unsegregated cash margin and collateral for all Obligations under this Agreement determined by Administrative Agent in its sole discretion (any such amountrate, to the extent not applied to Obligations under this Agreement, the a “Buydown AmountSuccessor Rate”). The Buydown Amount If Administrative Agent shall be used by Buyer in order to calculate the aggregate Price Differentialexercise its rights under this Section 5.c, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled have the right to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or terminate this Agreement and all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two Transactions hereunder upon five (25) Business Days’ receipt prior written notice to Administrative Agent by payment in full to Administrative Agent of written request from Sellerthe then outstanding Repurchase Price of all Purchased Assets without payment of penalty. For the avoidance of doubt, no Make Whole Amount shall be due for the month in which Seller terminates this Agreement and provided no Margin Call repurchases all Transactions hereunder pursuant to this this Section 5.c. d. To the extent Administrative Agent implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller Parties of the effectiveness of any such changes. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Administrative Agent in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller Parties to this Agreement or the other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerProgram Agreements.

Price Differential. a. On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential for such Price Differential Payment Date (along with any other amounts to be paid pursuant to Sections Section 7 and 34 hereof), by wire transfer in immediately available funds. b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loan, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post Default Rate until the Price Differential is received in full by Buyer. c. Seller may remit to Buyer funds in an amount up to the outstanding Purchase Price of the Purchased Mortgage LoansPrice, to be held as unsegregated cash margin and collateral for all Obligations under this the Repurchase Agreement (such amount, to the extent not applied to Obligations under this the Repurchase Agreement, the “"Buydown Amount”"). The Buydown Amount shall be used by Buyer in order to calculate the aggregate Price Differential, which will accrue on the aggregate Purchase Price then outstanding minus the Buydown Amount, applied to Transactions involving the lowest Pricing Rate. The Seller shall be entitled to request a drawdown of the Buydown Amount or remit additional funds to be added to the Buydown Amount no more than one time per week. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, the Seller. Within two (2) Business Days’ receipt of written request from Seller, and provided Provided no Margin Call or other Default exists, Buyer shall remit any portion of such Buydown Amount back to SellerSeller within one (1) Business Day of written request thereof; provided that such written request is received by the Buyer prior to 3:00 pm (New York City time).