Common use of Procedure for Entering into Transactions Clause in Contracts

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Each Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that the applicable Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateDate on a Purchase Date that shall not occur more than once per calendar week without consent of Administrative Agent, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; , (B) with respect to the first Purchase Date, the Initial Note Balance of the Note; , and, with respect to any other Purchase Date, the Additional Balance (if any), (C) after taking into account the Additional Balance (if any), the outstanding VFN Principal Balance of the Note (D) the Dollar amount of the requested Purchase Price; (DE) the requested Purchase Date; (EF) the Repurchase Date; (FG) the Pricing Rate or Repurchase Price applicable to the Transaction; and (GH) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If a Seller delivers shall deliver a Transaction Notice to the Buyers that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived by each Buyer on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller the applicable Parent specified in Schedule 5 to of the Base Indenture (or such other account designated by Sellers in the Transaction Notice) not later than 3:00 p.m. (New York time) on the Purchase Date Date. (or such other account designated by Seller in the Transaction Notice). c) The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. . (d) If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller Sellers of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. . (e) The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller Sellers only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction (“Defaulting Buyer Deficiency”) shall be reallocated among the non-non Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-non Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-non Defaulting Buyer to exceed such non-non Defaulting Buyer’s Committed Amount and (z) to the extent requested required in writing by the Administrative Agent, the Seller Sellers shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (cf) To the extent that the Defaulting Buyer thereafter funds such Defaulting Buyer Deficiency with Price Differential thereon, if applicable, then upon the agreement between Sellers and the Administrative Agent, such Buyer shall no longer be a Defaulting Buyer. If Sellers and Administrative Agent agree in writing that a Buyer is no longer a Defaulting Buyer, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Buyer will, to the extent applicable, purchase at par that portion of outstanding Purchase Price of the other Buyers or take such other actions as Administrative Agent may determine to be necessary to cause the Purchase Prices to be held on a pro rata basis by the Buyers in accordance with their Committed Amount, whereupon such Buyer will cease to be a Defaulting Buyer; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Sellers while that Xxxxx was a Defaulting Buyer; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Buyer to Buyer will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxx’s having been a Defaulting Buyer. (g) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (ED) the Repurchase Date; (FE) the Pricing Rate or and Repurchase Price applicable to the Transaction; and (GF) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000the Minimum Transfer Amount. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateDate on a Purchase Date that shall not occur more than twice per calendar week without consent of the Administrative Agent, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (ED) the Repurchase Date; (FE) the Pricing Rate or and Repurchase Price applicable to the Transaction; and (GF) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000250,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement Buyer during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , and (EC) the Repurchase Date; (F) information required to be included in the Pricing Rate or Repurchase Price applicable Asset Schedule with respect to the Transaction; and (G) any additional terms or conditions Participation Certificate and/or Purchased MSR Mortgage Loans subject of the such Transaction not inconsistent with this Agreementin mutually acceptable electronic form. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) and ), Buyer will notify Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of pay the requested Purchase Price to Seller in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationSeller. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) The Repo Seller may enter into Transactions with Buyers the Buyer under this Agreement on any Purchase Date; provided, that the Repo Seller shall have given Administrative Agent and Buyers irrevocable the Buyer notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, which form may be modified from time to time by the Administrative Agent in its reasonable discretion; provided that the Administrative Agent may modify such form any time as necessary in its sole discretion (exercised in good faith) to comply with Applicable Law, (ii) shall be signed by a Responsible Officer of the Repo Seller and be received by Administrative Agent and Buyers the Buyer prior to 1:00 2:00 p.m. (New York time) one two (12) Business Day Days prior to the related Purchase Date, and (iii) shall specify: (A) specify the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; information required in Exhibit A and (G) any additional terms or conditions of information requested by the Transaction not inconsistent with this AgreementAdministrative Agent. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If the Repo Seller delivers shall deliver to the Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), the Buyer will notify the Repo Seller of its intent to remit the requested Purchase Price one (1) Business Day prior to the requested Purchase Date. If the Buyer has confirmed its intent to remit the requested Purchase Price and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each the Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by of the Administrative Agent) no later than 11:00 a.m. (New York time) on the date Repo Seller specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be deemed automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateDate on a Purchase Date that shall not occur more than once per calendar week without consent of the Administrative Agent, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (ED) the Repurchase Date; (FE) the Pricing Rate or and Repurchase Price applicable to the Transaction; and (GF) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) During the Commitment Period, on any Purchase Date prior to the Amortization Date, the Seller may enter into Transactions with Buyers the Buyer under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers the MSR PC Repo Facility by delivering to the Buyer an irrevocable notice (each, a “Transaction Notice”)) no later than 3:00 p.m. (New York City time) on a Transaction Notice Date, which notice (i) shall be substantially in the form of Exhibit A2.02, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateSeller, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; value of the Eligible Servicing Rights on the Seller’s books and records, and (EC) the Repurchase Date; (F) information required to be included in the Pricing Rate or Repurchase Price applicable Asset Schedule with respect to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be each such Asset in an amount equal to at least $500,000mutually acceptable electronic form. (b) The initial Transaction (the “Initial Transaction”) shall not be less than $5,000,000. The Seller may request a Transaction on any Business Day; provided, however, a Purchase Date may not fall on any of the five (5) last Business Days in any calendar month unless otherwise agreed to by the Buyer. Each Transaction Notice shall include an Electronic File describing the Participation Certificate and all of the Eligible Servicing Rights that are included in the Repurchase Assets hereunder. (c) Regardless whether the Seller intends to deliver a Transaction Notice during any calendar month, the Seller shall deliver to the Buyer on the fifteenth (15th) calendar day of each month (or, if such day is not a Business Day, the following Business Day) (any such day, an “Asset Reporting Date”), an Electronic File with respect to the Participation Certificate and all of the Eligible Servicing Rights that are included in the Repurchase Assets hereunder, which shall include all updates to the Repurchase Assets since the date of the preceding Electronic File. (d) If the Seller delivers to the Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) and ), the Buyer will notify the Seller no later than the Purchase Date of its intent to remit the requested Purchase Price. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each the Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at funds. (e) In the account specified Buyer’s determination of Asset Value of the Participation Certificate and the related Servicing Rights hereunder for purposes of determining the Asset Base, it shall apply the MSR Value of the Eligible Servicing Rights in Schedule 3 (or such other account designated in writing by a related Asset Base Report. Any excess of the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as amount of the Purchase Date, and upon satisfaction or waiver of all applicable conditions Price over the Asset Value shall result in a Margin Deficit as set forth hereinin Section 2.07. Notwithstanding anything to the contrary contained in this Section 2.02, the Administrative Agent Buyer shall deposit such proceeds into have the account of right to determine the Asset Value at any time in its sole discretion. (f) By delivering a Transaction Notice, the Seller specified in Schedule 5 represents and warrants to the Base Indenture not later than 3:00 p.m. (New York time) on Buyer that, after taking into account the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share amount of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented conditions precedent to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested Transaction specified in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation5.02 have been satisfied. (cg) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) The Seller may enter into Transactions with Buyers under this Agreement the Buyer during the Commitment Period on any Purchase Date; provided, that the Seller shall have given Administrative Agent and Buyers the Buyer irrevocable notice (each, a “Transaction Notice”)) with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of the Seller and be received by Administrative Agent and Buyers the Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , (EC) the Repurchase Date; information required to be included in the Asset Schedule with respect to each Participation Certificate subject of such Transaction in mutually acceptable electronic form and (FD) a copy of the Pricing Rate or Repurchase Price applicable related “Funding Certification” being delivered pursuant to the Indenture in connection with such Transaction; , if applicable, and (Giv) any additional terms or conditions shall have attached to it a revised Asset Schedule, dated as of the Transaction not inconsistent with this Agreementdate of such notice. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If the Seller delivers shall deliver to the Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify the Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price, and the form or forms of the Consideration that will be provided, including (i) the portion of such Purchase Price that will paid in cash, if any (ii) the Note Balance, or increased Note Balance, of any Variable Funding Note and (iii) the increased value of the Owner Trust Certificate, which increase will result from the deemed capital contribution to the Buyer of any portion of the Purchase Price not paid pursuant to clause (i) or (ii) above. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each the Buyer shall remit its Pro Rata Share deliver the Consideration to the Seller, including remitting any cash portion of the requested Purchase Price identified by the Buyer in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Each Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that the applicable Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of the applicable Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1a) twenty (20) calendar days with respect to any Committed Amount or (b) two (2) Business Day Days with respect to any amounts other than a Committed Amount, in each case, prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If a Seller delivers to the Buyers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of the applicable Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller Sellers in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller Sellers of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller Sellers only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller Sellers shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. Any Buyer previously designated as a Defaulting Buyer shall no longer be deemed a Defaulting Buyer once each Buyer’s proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to its respective Commitment Share. For the avoidance of doubt, no Buyer shall be designated as a Defaulting Buyer based on such Xxxxx’s failure to enter into Transactions with Sellers during a Citi Amortization Period. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (ED) the Repurchase Date; (FE) the Pricing Rate or Repurchase Price applicable to the Transaction; and (GE) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationAccount. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement the Facility during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit AC, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 3:00 p.m. (New York time) one three (13) Business Day Days prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar dollar amount of the requested Purchase Price; , (B) the aggregate amount of Receivables subject to the Transaction, if applicable, (C) the value of the Portfolio Excess Spread on Seller’s books and records, if applicable, (D) the value of the Servicing Rights on Seller’s books and records, if applicable; provided that such value shall break out that portion attributable to the related Portfolio Excess Spread, (E) the requested Purchase Date; (E) the Repurchase Date; , (F) the Pricing Rate or Repurchase Price applicable information required to be included in the Transaction; Asset Schedule with respect to each such Asset in mutually acceptable electronic form and (G) any additional terms or conditions the request for approval of the Transaction related Servicing Contract (to the extent not inconsistent with this Agreementpreviously approved hereunder). Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds (i) with respect to Administrative Agent at that portion of the Purchase Price attributable to a Delinquency Advance, to the trustee’s account under the related Securitization Transaction and (ii) with respect to that portion of the Purchase Price attributable to a Servicing Right or a Protective Advance, to the account specified in Schedule 3 by Seller. (or such other account designated in writing by c) In the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) event that on the Purchase Date (or such other account designated by Seller excess funds remain in the Transaction Notice). The failure Dedicated Accounts (after application of payments in accordance with Section 2.07 but not including any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required amounts to be advanced hereunder shall not relieve any other disbursed to Seller), Buyer of its obligation may apply such excess funds to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share amount of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (cd) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (ai) Prior to Buyer entering into a Transaction, Seller shall cause the Mortgage Documents (which, other than with respect to any Wet Mortgage Loan, and except as otherwise required, may enter into Transactions be copies, except with Buyers respect to the Mortgage Note, the executed original copy of which shall be delivered to Buyer or Custodian, as applicable), and the information required under this Agreement on Section 2.2 hereof, in each case, to be delivered to Buyer or Custodian, as applicable. (ii) Upon receiving any Transaction Request, if Buyer approves, in its sole discretion, the Transaction Request and determines that all requirements set forth in such Transaction Request or as Buyer may impose have been satisfied, Seller shall transfer all of Seller’s right, title, and interest in and to the related Purchased Mortgage Loans to Buyer against the simultaneous transfer of the Purchase DatePrice for such Purchased Mortgage Loans by Buyer to, with respect to (x) Wet Mortgage Loans, the Funding/Operating Account, and, so long as Buyer has received any related Haircut in the Funding/Operating Account, Buyer shall then disburse such Purchase Price and related Haircut (if any) from the Funding/Operating Account, if applicable, to the Settlement Agent or other approved entity, and (y) all other Mortgage Loans, Seller or its designee; provided, however, that in no event will Buyer be obligated to enter into any Transaction requested by Seller. With respect to any Wet Mortgage Loan, Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in obligated to transfer to the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior Funding/Operating Account an amount equal to 1:00 p.m. (New York time) one the difference between (1) Business Day prior to the related Purchase Date, and (iii) shall specify: either (A) the Maximum VFN Principal Balance of purchase price to be paid by Seller under the Note; related purchase documents or (B) the Initial Note Balance of amount to be disbursed to the Note; Mortgagor at closing and (C2) the Dollar amount Purchase Price paid by Buyer hereunder (such amount, the “Haircut”). In the event that the Transaction is not consummated and so long as no Event of Default has occurred and is continuing, Buyer shall return the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable Haircut to the Transaction; and (G) any additional terms or conditions of Funding/Operating Account so long as the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000Compensating Balance Threshold is satisfied. (biii) If Seller delivers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase DateBuyer may, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars at any time and in immediately available funds its sole and absolute discretion, suspend or terminate Seller’s ability to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in request Transactions under this Section 2.02 are satisfied at the time of such reallocationAgreement. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement on any Purchase Date; provided, that Seller shall not request to enter into a Transaction with Buyer more than [***]; provided, further, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day [***] prior to the related Purchase Date, and (iii) shall specify: (A) specify the Maximum VFN Principal Balance requested information as detailed in the Transaction Notice; provided, however, that Seller is prohibited from submitting a Transaction Notice [***] prior to the expected receipt of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this AgreementMSR Valuation Agent’s monthly Market Value Report. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000[***]. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) and ), Buyer will notify Seller of its intent to remit the requested Purchase Price [***]prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000[***]. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateDate on a Purchase Date that shall not occur more than twice per calendar week without consent of the Administrative Agent, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (ED) the Repurchase Date; (FE) the Pricing Rate or and Repurchase Price applicable to the Transaction; and (GF) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 3:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial existing Note Balance of the Note and the Purchase Price requested; (C) Additional Balance of the Note and the Purchase Price thereof; (D) the new Note Balance Outstanding of the Note and the Repurchase Price thereof; (E) the effective Advance Rate of the Note; (CF) the Dollar amount of the requested Purchase Price; , (DG) the requested Purchase Date; Collateral Value of the MSRs, (EH) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; Series Invested Amount, and (GI) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000500,000 and shall include an updated Asset Schedule. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note; (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (GD) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Commitment Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any either Buyer to advance the proceeds of its Pro Rata Commitment Share of any Transaction required to be advanced hereunder shall not relieve any the other Buyer of its obligation to advance the proceeds of its Pro Rata Commitment Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Commitment Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Commitment Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any the other Buyer shall be responsible for the performance by any other a Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among to the other, non-Defaulting Buyers in accordance with their respective Pro Rata SharesBuyer, but only to the extent that if (x) such non-Defaulting Buyer has consented to such reallocation, reallocation in its sole and absolute discretion and (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm has confirmed that the conditions set forth in this Section 2.02 2.02(a) are satisfied at the time of such reallocation. Any Buyer previously designated as a Defaulting Buyer shall no longer be deemed a Defaulting Buyer once each Buyer’s proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to its respective Commitment Share. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement on any Purchase Date; provided, that Seller shall not request to enter into a Transaction with Buyer more than [***]; provided, further, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day [***] prior to the related Purchase Date, and (iii) shall specify: (A) specify the Maximum VFN Principal Balance requested information as detailed in the Transaction Notice; provided, however, that Seller is prohibited from submitting a Transaction Notice [***]prior to the expected receipt of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this AgreementMSR Valuation Agent’s monthly Market Value Report. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000[***]. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) and ), Buyer will notify Seller of its intent to remit the requested Purchase Price [***]prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note, (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (DC) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (GD) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationAccount. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase DateDate on a Purchase Date that shall not occur more than once per calendar week without consent of Administrative Agent, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; , (B) with respect to the first Purchase Date, the Initial Note Balance of the Note; , and, with respect to any other Purchase Date, the Additional Balance (if any), (C) after taking into account any Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note, (D) the Dollar amount of the requested Purchase Price; (DE) the requested Purchase Date; (EF) the Repurchase Date; (FG) the Pricing Rate or and Repurchase Price applicable to the Transaction; and (GH) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver a Transaction Notice to Administrative Agent and Buyers that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived by each Buyer on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller Parent specified in Schedule 5 to of the Base Indenture (or such other account designated by Seller in the Transaction Notice) not later than 3:00 p.m. (New York time) on the Purchase Date Date. (or such other account designated by Seller in the Transaction Notice). c) The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. . (d) If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. . (e) The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction (“Defaulting Buyer Deficiency”) shall be reallocated among the non-non Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-non Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-non Defaulting Buyer to exceed such non-non Defaulting Buyer’s Committed Amount and (z) to the extent requested required in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (cf) To the extent that the Defaulting Buyer thereafter funds such Defaulting Buyer Deficiency with Price Differential thereon, if applicable, then upon the agreement between Seller and Administrative Agent, such Buyer shall no longer be a Defaulting Buyer. If Seller and Administrative Agent agree in writing that a Buyer is no longer a Defaulting Buyer, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Buyer will, to the extent applicable, purchase at par that portion of outstanding Purchase Price of the other Buyers or take such other actions as Administrative Agent may determine to be necessary to cause the Purchase Prices to be held on a pro rata basis by Buyers in accordance with their Committed Amount, whereupon such Buyer will cease to be a Defaulting Buyer; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Seller while that Bxxxx was a Defaulting Buyer; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Buyer to Buyer will constitute a waiver or release of any claim of any party hereunder arising from that Bxxxx’s having been a Defaulting Buyer. (g) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) The Seller may enter into Transactions with Buyers under this Agreement the Buyer during the Commitment Period on any Purchase Date; provided, that the Seller shall have given Administrative Agent and Buyers the Buyer irrevocable notice (each, a “Transaction Notice”)) with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of the Seller and be received by Administrative Agent and Buyers the Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , (EC) the Repurchase Date; information required to be included in the Asset Schedule with respect to each Participation Certificate subject of such Transaction in mutually acceptable electronic form and (FD) a copy of the Pricing Rate or Repurchase Price applicable related “Funding Certification” being delivered pursuant to the Indenture in connection with such Transaction; , if applicable, and (Giv) any additional terms or conditions shall have attached to it a revised Asset Schedule, dated as of the Transaction not inconsistent with this Agreementdate of such notice. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If the Seller delivers shall deliver to the Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify the Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price, and the form or forms of the Consideration that will be provided, including (i) the portion of such Purchase Price that will paid in cash, if any (ii) the Note Balance, or increased Note Balance, of any Variable Funding Note, if any and (iii) the increased value of the Owner Trust Certificate, which increase will result from the deemed capital contribution to the Buyer of any portion of the Purchase Price not paid pursuant to clause (i) or (ii) above. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each the Buyer shall remit its Pro Rata Share deliver the Consideration to the Seller, including remitting any cash portion of the requested Purchase Price identified by the Buyer in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement Buyer during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”)) with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , (EC) the Repurchase Date; information required to be included in the Asset Schedule with respect to each Participation Certificate subject of such Transaction in mutually acceptable electronic form and (FD) a copy of the Pricing Rate or Repurchase Price applicable related “Funding Certification” being delivered pursuant to the Indenture in connection with such Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement, if applicable. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or ), Buyer will notify Seller prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required intent to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of remit the requested Purchase Price, such Buyer shall, within one (1) Business Day and the form or forms of the related Purchase DateConsideration that will be provided, notify including (i) the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part portion of such Defaulting Buyer’s participation Purchase Price that will paid in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Sharescash, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.if any

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement Buyer during the Commitment Period on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”)) with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , (EC) the Repurchase Date; information required to be included in the Asset Schedule with respect to each Participation Certificate subject of such Transaction in mutually acceptable electronic form and (FD) a copy of the Pricing Rate or Repurchase Price applicable related “Funding Certification” being delivered pursuant to the Indenture in connection with such Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement, if applicable. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price, and the form or forms of the Consideration that will be provided, including (i) the portion of such Purchase Price that will paid in cash, if any (ii) the Note Balance, or increased Note Balance, of any Variable Funding Note and (iii) the increased value of the Owner Trust Certificate, which increase will result from the deemed capital contribution to Buyer of any portion of the Purchase Price not paid pursuant to Clause (i) or (ii) above. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share deliver the Consideration to Seller, including remitting any cash portion of the requested Purchase Price identified by Buyer in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationSeller. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Market Value (as defined in the PC Repurchase Agreement) of the MSR (as defined in the PC Repurchase Agreement), (B) the Series Invested Amount; (C) the Maximum VFN Principal Balance of the Note; (BD) the Initial current Note Balance of the Note; (C) the Dollar amount of the requested /Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Daterequested Additional Balance/Purchase Price; (F) the Pricing Rate or total Note Balance/Repurchase Price applicable after giving effect to such Transaction; (G) the Transactioneffective Advance Rate; and (GH) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Commitment Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any either Buyer to advance the proceeds of its Pro Rata Commitment Share of any Transaction required to be advanced hereunder shall not relieve any the other Buyer of its obligation to advance the proceeds of its Pro Rata Commitment Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Commitment Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Commitment Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any the other Buyer shall be responsible for the performance by any other a Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among to the other, non-Defaulting Buyers in accordance with their respective Pro Rata SharesBuyer, but only to the extent that if (x) such non-Defaulting Buyer has consented to such reallocation, reallocation in its sole and absolute discretion and (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm has confirmed that the conditions set forth in this Section 2.02 2.02(a) are satisfied at the time of such reallocation. Any Buyer previously designated as a Defaulting Buyer shall no longer be deemed a Defaulting Buyer once each Buyer’s proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to its respective Commitment Share. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyers Buyer under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If Seller delivers shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Administrative Agent on behalf of Buyers under this Agreement the Facility on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers Agent, for the benefit of Buyers, irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit Amutually agreed to by the Administrative Agent and Seller, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 3:00 p.m. (New York time) one three (13) Business Day Days prior to the related Purchase Date (except, in connection with the initial Purchase Date, such notice shall be received by Administrative Agent by such initial Purchase Date), and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar dollar amount of the requested Purchase Price, (B) the value of the Servicing Rights (including the Participation Certificates related thereto) on Seller’s books and records; (DC) the requested Purchase Date; , (D) the information required to be included in the Asset Schedule with respect to each such Asset in mutually acceptable electronic form and (E) the Repurchase Date; request for approval of the related Servicing Contract (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction extent not inconsistent with this Agreementpreviously approved hereunder). Each Transaction Notice on any Purchase Date shall be in an amount have a Purchase Price equal to at least $500,00025,000. (b) If Seller delivers shall deliver to Administrative Agent a Transaction Notice that satisfies the requirements of Section 2.02(a), Administrative Agent will notify Seller of its intent to remit the requested Purchase Price one (1) and Business Day prior to the requested Purchase Date (except for the initial Purchase Date, when such notification shall be given on such initial Purchase Date). If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer Administrative Agent, on behalf of Buyers, shall remit its Pro Rata Share the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds (i) with respect to that portion of the Purchase Price attributable to a Delinquency Advance which is to be funded in connection with a Transaction entered into by Administrative Agent at Agent, on behalf of Buyers, with Seller, to the trustee’s account under the related Securitization Transaction and (ii) with respect to that portion of the Purchase Price attributable to a Servicing Right or a Protective Advance or to a Delinquency Advance previously funded by Seller, to the account specified in Schedule 3 by Seller. (or such other account designated in writing by c) In the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) event that on the Purchase Date (or such other account designated by Seller excess funds remain in the Transaction Notice). The failure Dedicated Account (after application of payments in accordance with Section 2.07 but not including any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required amounts to be advanced hereunder shall not relieve any other Buyer of its obligation disbursed to advance Seller), Administrative Agent may apply such excess funds to the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share amount of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. (cd) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Each Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that the applicable Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of the applicable Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. (b) If a Seller delivers to the Buyers a Transaction Notice that satisfies the requirements of Section 2.02(a) and all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each Buyer shall remit its Pro Rata Share of the requested Purchase Price in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Date, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of the applicable Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller Sellers in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller Sellers of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller Sellers only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller Sellers shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocation. Any Buyer previously designated as a Defaulting Buyer shall no longer be deemed a Defaulting Buyer once each Buyer’s proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to its respective Commitment Share. For the avoidance of doubt, no Buyer shall be designated as a Defaulting Buyer based on such Xxxxx’s failure to enter into Transactions with Sellers during a Citi Amortization Period. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with the Asset Schedule attached to the related Transaction Notice.

Procedure for Entering into Transactions. (a) Each Seller may enter into Transactions with Buyers under this Agreement the related Buyer during the Commitment Period on any Purchase Date; provided, that the applicable Seller shall have given Administrative Agent and Buyers the applicable Buyer irrevocable notice (each, a “Transaction Notice”)) with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit AA hereto, (ii) shall be signed by a Responsible Officer of the applicable Seller and be received by Administrative Agent and Buyers the related Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify: specify (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; , (DB) the requested Purchase Date; , (EC) the Repurchase Date; information required to be included in the Asset Schedule with respect to each Participation Certificate subject of such Transaction in mutually acceptable electronic form and (FD) a copy of the Pricing Rate or Repurchase Price applicable related “Funding Certification” being delivered pursuant to the Indenture in connection with such Transaction; , if applicable, and (Giv) any additional terms or conditions shall have attached to it a revised Asset Schedule, dated as of the Transaction not inconsistent with this Agreementdate of such notice. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,00025,000. (b) If the applicable Seller delivers shall deliver to the related Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), such Buyer will notify such Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price, and the form or forms of the Consideration that will be provided, including (i) the portion of such Purchase Price that will paid in cash, if any (ii) the Note Balance, or increased Note Balance, of any Variable Funding Note owned by such Buyer and (iii) the increased value of the Owner Trust Certificate of the related Buyer, which increase will result from the deemed capital contribution to the related Buyer of any portion of the Purchase Price not paid pursuant to clause (i) or (ii) above. If all applicable conditions precedent set forth in Article V have been satisfied or waived on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, each the related Buyer shall remit its Pro Rata Share deliver the Consideration to the applicable Seller, including remitting any cash portion of the requested Purchase Price identified by such Buyer in U.S. Dollars and in immediately available funds to Administrative Agent at the account specified in Schedule 3 (or such other account designated in writing by the Administrative Agent) no later than 11:00 a.m. (New York time) on the date specified in the Transaction Notice as the Purchase Dateapplicable Seller, and upon satisfaction or waiver of all applicable conditions set forth herein, the Administrative Agent shall deposit such proceeds into the account of Seller specified in Schedule 5 to the Base Indenture not later than 3:00 p.m. (New York time) on the Purchase Date (or such other account designated by Seller in the Transaction Notice). The failure of any Buyer to advance the proceeds of its Pro Rata Share of any Transaction required to be advanced hereunder shall not relieve any other Buyer of its obligation to advance the proceeds of its Pro Rata Share of any such Transaction required to be advanced hereunder. If a Buyer does not intend to fund its Pro Rata Share of the requested Purchase Price, such Buyer shall, within one (1) Business Day of the related Purchase Date, notify the Administrative Agent, the other Buyers and the Seller of its intent not to fund together with a description of the reason for not remitting its Pro Rata Share of the requested Purchase Price. The liabilities and obligations of each Buyer hereunder shall be several and not joint, and neither the Administrative Agent nor any Buyer shall be responsible for the performance by any other Buyer of its obligations hereunder. Each Buyer shall be liable to Seller only for the amount of its respective Committed Amount. If a Buyer does not perform its obligations hereunder with respect to its Committed Amount (such Buyer a “Defaulting Buyer”), all or any part of such Defaulting Buyer’s participation in any Transaction shall be reallocated among the non-Defaulting Buyers in accordance with their respective Pro Rata Shares, but only to the extent that (x) such non-Defaulting Buyer has consented to such reallocation, (y) such reallocation does not cause the aggregate Committed Amount held by any non-Defaulting Buyer to exceed such non-Defaulting Buyer’s Committed Amount and (z) to the extent requested in writing by the Administrative Agent, the Seller shall confirm that the conditions set forth in this Section 2.02 are satisfied at the time of such reallocationIndenture. (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated and replaced with to include each of the Assets listed on the Asset Schedule attached to the related Transaction Notice.