Common use of Swing Line Transactions Clause in Contracts

Swing Line Transactions. U.S. Bank shall notify each Buyer no later than 2:00 p.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions that are to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. U.S. Bank shall notify each Buyer no later than 2:00 p.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions that are to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 2.4 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in on the manner set forth in Section 5.3 ninth (9th) calendar day of each month but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 4:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. (a) The Seller shall have the right to a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured and all conditions precedent in Article 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Mortgage Loan Transmission File for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:00 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse paying over to U.S. Bank Bank, and U.S. Bank’s applying against such Swing Line Transaction, an amount equal to the sum Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares received from the Buyers of such Purchase Price on any that day against each Transaction the same Mortgage Loan Transmission File that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); at which time such Transaction shall be deemed to be a Regular Transaction, provided that if the Seller shall not have delivered a Buyer other than U.S. Bank advises new Mortgage Loan Transmission File to the Administrative Agent by telephone and confirms the advice by fax that Custodian for such Buyer has placed all of its Funding Share on Regular Transaction, then the federal funds wire to initial Pricing Rate applicable thereto shall be the account designated LIBOR Rate plus the LIBOR Margin as determined by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. U.S. Bank shall notify each Buyer no later than 2:00 p.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions that are to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in within two Business Days after the manner set forth in Section 5.3 Administrative Agent bills the Seller for such Price Differential (which billing shall occur monthly) but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. (a) The Seller may request a Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured and all conditions precedent in Section 14.2 have been satisfied; (iii) so long as the Swing Line Limit is not exceeded; (iv) provided that the Mortgage Loan Transmission Files for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 1:00 p.m. on each the Business Day such Transaction is to be funded; and (v) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date by the Agent’s paying over to U.S. Bank out of the Repurchase Settlement Account, and (b) all U.S. Bank’s applying against such Swing Line Transactions are converted Transaction, an amount equal to the Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares of such Purchase Price on that day against the same Transaction that was initially funded as a Swing Line Transaction at which time such Transaction shall be deemed to be a Regular Transactions with each Buyer having funded its Funding Share thereof. Transaction. (d) All accrued Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to Price Differential payment due date (determined under Section 5) next following the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion date of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding ShareTransaction.

Swing Line Transactions. U.S. Bank shall notify each Buyer no later than 2:00 p.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions that are to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in within two (2) Business Days after the manner set forth in Section 5.3 Administrative Agent bills the Seller for such Price Differential (which billing shall occur monthly) but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 4:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each have the right to request a Swing Line Transaction and the Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no later than 2:00 p.m. on Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable, and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such Swing Line Transaction will not cause the sum of JPMorgan Chase’s (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Swing Line Buyer at the same rate(s) as would be applicable if such Swing Line Transactions had been funded as Regular Transactions by all Buyers, instead of having been funded by the Swing Line Buyer alone as Swing Line Transactions. (c) On each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Date, each Swing Line Transactions that are Transaction shall terminate and the Seller shall repurchase all Purchased Loans subject to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of extent such Transaction is not converted to a Regular Transaction pursuant to this Agreement and Section 2.5. (d) The Swing Line Buyer may at any time in its sole discretion with respect to any outstanding Swing Line Transaction, require each Buyer (including the other Repurchase DocumentsSwing Line Buyer) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such TransactionsSwing Line Transaction, irrespective of whether in the meantime any Default or by delivering notice to each Buyer. Unless an Event of Default has under Section 18.1(b) shall have occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount be continuing on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delayin which event the procedures under clause (e) shall apply), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential no later than 3:00 p.m. (Houston, Texas time) on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date Date, each Buyer shall transfer its Funding Share in immediately available funds to the Agent, at the office of the Agent located at 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, which shall be paid by the Agent to the Swing Line Buyer for application against the Swing Line Transaction, whereupon the Swing Line Transaction shall be deemed a Regular Transaction. (but excludinge) If, on any Swing Line Refunding Due Date, an Event of Default under Section 18.1(b) shall have occurred and be continuing, each Buyer shall, no later than 3:00 p.m. (Houston, Texas time) on such Swing Line Refunding Due Date, purchase a participation in the date Swing Line Transaction by immediately transferring to the Agent, for the benefit of payment the Swing Line Buyer, in immediately available funds, an amount equal to its Funding Share of the Purchase Price of such Funding ShareSwing Line Transaction, and upon its receipt thereof, the Agent shall deliver to such Buyer a certificate evidencing such participation.

Swing Line Transactions. (a) The Seller shall have the right to a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured and all conditions precedent in Article 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Mortgage Loan Transmission File for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:15 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse paying over to U.S. Bank Bank, and U.S. Bank’s applying against such Swing Line Transaction, an amount equal to the sum Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares received from the Buyers of such Purchase Price on any that day against each Transaction the same Mortgage Loan Transmission File that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); at which time such Transaction shall be deemed to be a Regular Transaction, provided that if the Seller shall not have delivered a Buyer other than U.S. Bank advises new Mortgage Loan Transmission File to the Administrative Agent by telephone and confirms the advice by fax that Custodian for such Buyer has placed all of its Funding Share on Regular Transaction, then the federal funds wire to initial Pricing Rate applicable thereto shall be the account designated LIBOR Rate plus the LIBOR Margin as determined by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. (a) The Seller shall have the right to a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured and all conditions precedent in Article 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Request/Confirmation for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:00 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed alone as Swing Line Transactions (except for any Balance Funded Rate Tranche that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers might be available due to funds on deposit with U.S. Bank). (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse paying over to U.S. Bank out of the Repurchase Settlement Account, and U.S. Bank’s applying against such Swing Line Transaction, an amount equal to the sum Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares received from the Buyers of such Purchase Price on any that day against each Transaction the same Request/Confirmation that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); at which time such Transaction shall be deemed to be a Regular Transaction, provided that if the Seller shall not have delivered a Buyer other than U.S. Bank advises new Request/Confirmation to the Administrative Agent by telephone and confirms the advice by fax that Custodian for such Buyer has placed all of its Funding Share on Regular Transaction, then the federal funds wire to initial Pricing Rate applicable thereto shall be the account designated LIBOR Rate plus the LIBOR Margin as determined by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of Comerica Bank’s Funding Share of the Swing Line Transactions plus Comerica Bank’s Funding Share of all Open Transactions to exceed Comerica Bank’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 3:30 p.m. (Detroit, Michigan time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Purchased Loan Activity Summary Report and, if requested by Agent, Eligible Loans Report, from the Custodian on such date. If ; and (vii) provided that the Seller is not aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date following the Business Day on which the Swing Line Transaction is to be funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Comerica Bank at the time same rate(s) as would be applicable if such Swing Line Transactions had been funded as Regular Transactions by all Buyers, instead of having been funded by the Swing Line Buyer alone as Swing Line Transactions. (c) On each Swing Line Refunding Due Date, each Swing Line Transaction shall terminate and the Seller shall repurchase all Purchased Loans subject to such Swing Line Transaction was fundedto the extent such Transaction is not converted to a Regular Transaction pursuant to this Section 2.5. (d) The Swing Line Buyer may at any time in its sole discretion with respect to any outstanding Swing Line Transaction, U.S. Bank reasonably believed that all require each Buyer (including the Swing Line Buyer) to fund such Swing Line Transaction, by delivering notice to each Buyer. Unless an Event of Default under Section 18.1(b) shall have occurred and be continuing on such Swing Line Refunding Due Date (in which event the procedures under clause (e) shall apply), no later than 4:00 p.m. (Detroit, Michigan time) on such Swing Line Refunding Due Date, each Buyer shall transfer its Funding Share in immediately available funds to Agent, at the office of Agent located at 410 X. Xxxxxxxxx Xxxx. Xxxxxxx, XX 00000, which shall be paid by Agent to the Swing Line Buyer for application against the Swing Line Transaction, whereupon the Swing Line Transaction shall be deemed a Regular Transaction. (e) If, on any Swing Line Refunding Due Date, an Event of Default under Section 18.1(b) shall have occurred and be continuing, each Buyer shall, no later than 4:00 p.m. (Detroit, Michigan time) on such Swing Line Refunding Due Date, purchase a participation in the Swing Line Transaction by immediately transferring to the Agent, for the benefit of the conditions Swing Line Buyer, in immediately available funds, an amount equal to its Funding Share of the Purchase Price of such Swing Line Transaction, and upon its receipt thereof, the Agent shall deliver to such Buyer a certificate evidencing such participation. (f) Unless a Buyer shall have notified the Swing Line Buyer, prior to any Swing Line Transaction, that any applicable condition precedent set forth in Sections 14.1 or 14.2 had not then been satisfied, such Buyer’s obligation to convert the Swing Line Transaction to a Regular Transaction pursuant to clause (d) of this Section 2.5 were satisfied or to purchase a participation in all material respects, then the other Buyers respect of such Swing Line Transaction pursuant to clause (e) of this Section 2.5 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (subject to i) any set-off, counterclaim, recoupment, defense or other right which such Buyer may have against the provisions Agent, the Swing Line Buyer or any other Person, (ii) the occurrence or continuance of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any a Default or Event of Default has occurred or been discoveredDefault, and irrespective of whether (iii) any adverse change in the meantime condition (financial or otherwise) of the Seller, (iv) the expiration, cancellation or termination, with or without cause of some or all of the such Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have if such Commitment has been waived, released or excused for any reason whatsoever or (v) any other circumstances, happening or event whatsoever. In the event that any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, so that the Agent shall be entitled to receive, retain and apply against such obligation the Repurchase Prices (aincluding Price Differential) otherwise payable to such Buyer hereunder until the Agent receives such payment from such Buyer or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, such Buyer shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date Buyer, without recourse or warranty, an undivided interest and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to participation in the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) Transaction in the manner set forth in Section 5.3 but in no event later than amount of such Buyer’s Funding Share of that Transaction, and such interest and participation may be recovered from such Buyer together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Termination Date. All amounts due from , the Buyers under this Section 3.2 Seller shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. repurchase all Purchased Loans then subject to a Swing Line Transaction. (g) The Administrative Agent shall disburse to U.S. Bank the Swing Line Buyer an amount equal to the sum of the Funding Shares received from funded by all of the other Buyers on in respect of the refunding of any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof)Transaction; provided that if a Buyer other than U.S. Bank the Swing Line Buyer advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is receivedreceived by Agent, and the Administrative Agent shall then repay U.S. Bank the Swing Line Buyer that still-outstanding portion of the Swing Line Transaction from such fundsfunds wired to and received by the Agent, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line LimitBuyer. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received fund its Funding Share to fund a Swing Line Transaction in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the clause (d) of this Section 2.5, or fails to fund its Funding Share to purchase a participation in a Swing Line Refunding Due Date Transaction in accordance with clause (i.e., excluding any such failure caused by a federal funds wire delay)e) of this Section 2.5, then that Buyer shall also be obligated to pay to U.S. Bank Price Differential the Swing Line Buyer interest on the Funding Share so due from such Buyer to U.S. Bank the Swing Line Buyer at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Sharerequired amount. (h) All accrued Price Differential on Swing Line Transactions shall be due and payable by the Seller to the Agent (for distribution to the Swing Line Buyer) on the Price Differential payment due date (determined under Section 5) next following the date of the Swing Line Transaction. All Price Differential accrued on Swing Line Transactions through the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Agent (for distribution to the Swing Line Buyer) no later than two (2) Business Days after the applicable Swing Line Refunding Due Date, but in no than event later the Termination Date.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of Comerica Bank’s Funding Share of the Swing Line Transactions plus Comerica Bank’s Funding Share of all Open Transactions to exceed Comerica Bank’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 3:30 p.m. (Detroit, Michigan time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Purchased Loan Activity Summary Report and, if requested by Agent, Eligible Loans Report, from the Custodian on such date. If at ; and (vii) provided that the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all Seller is not aware of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) why the Swing Line is paid down requested Transaction cannot or will not be fully funded by the required amount Buyers on each the first Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued following the Business Day on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep which the Swing Line Transaction outstanding is to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Sharefunded.

Swing Line Transactions. (a) The Seller shall have the right to request and obtain a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as a Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured and all conditions precedent in Section 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Mortgage Loan Transmission File for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:00 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date by the Agent’s paying over to U.S. Bank out of the Repurchase Settlement Account, and (b) all U.S. Bank’s applying against such Swing Line Transactions are converted Transaction, an amount equal to the Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares of such Purchase Price on that day against the same Transaction that was initially funded as a Swing Line Transaction at which time such Transaction shall be deemed to be a Regular Transactions with each Buyer having funded its Funding Share thereof. Transaction. (d) All accrued Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to Price Differential payment due date (determined under Section 5) next following the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion date of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding ShareTransaction.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of Comerica Bank’s Funding Share of the Swing Line Transactions plus Comerica Bank’s Funding Share of all Open Transactions to exceed Comerica Bank’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 3:30 p.m. (Detroit, Michigan time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Purchased Loan Activity Summary Report and, if requested by Agent, Eligible Loans Report, from the Custodian on such date. If ; and (vii) provided that the Seller is not aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date following the Business Day on which the Swing Line Transaction is to be funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Comerica Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, U.S. Bank reasonably believed that all instead of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or having been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) funded by the Swing Line is paid down by the required amount on Buyer alone as Swing Line Transactions. (c) On each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with Date, each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises shall terminate and the Administrative Agent by telephone and confirms the advice by fax that Seller shall repurchase all Purchased Loans subject to such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share Transaction is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line not converted to a Regular Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable pursuant to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share2.5.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of Comerica Bank’s Funding Share of the Swing Line Transactions plus Comerica Bank’s Funding Share of all Open Transactions to exceed Comerica Bank’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 3:30 p.m. (Detroit, Michigan time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Eligible Loans Report from the Custodian on such date. If ; and (vii) provided that the Seller is not aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date following the Business Day on which the Swing Line Transaction is to be funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Comerica Bank at the time same rate(s) as would be applicable if such Swing Line Transactions had been funded as Regular Transactions by all Buyers, instead of having been funded by the Swing Line Buyer alone as Swing Line Transactions. (c) On each Swing Line Refunding Due Date, each Swing Line Transaction shall terminate and the Seller shall repurchase all Purchased Loans subject to such Swing Line Transaction was fundedto the extent such Transaction is not converted to a Regular Transaction pursuant to this Section 2.5. (d) The Swing Line Buyer may at any time in its sole discretion with respect to any outstanding Swing Line Transaction, U.S. Bank reasonably believed that all require each Buyer (including the Swing Line Buyer) to fund such Swing Line Transaction, by delivering notice to each Buyer. Unless an Event of Default under Section 18.1(b) shall have occurred and be continuing on such Swing Line Refunding Due Date (in which event the procedures under clause (e) shall apply), no later than 4:00 p.m. (Detroit, Michigan time) on such Swing Line Refunding Due Date, each Buyer shall transfer its Funding Share in immediately available funds to the Repurchased Settlement Account for application against the Swing Line Transaction, whereupon the Swing Line Transaction shall be deemed a Regular Transaction. (e) If, on any Swing Line Refunding Due Date, an Event of Default under Section 18.1(b) shall have occurred and be continuing, each Buyer shall, no later than 4:00 p.m. (Detroit, Michigan time) on such Swing Line Refunding Due Date, purchase a participation in the Swing Line Transaction by immediately transferring to the Agent, for the benefit of the conditions Swing Line Buyer, in immediately available funds, an amount equal to its Funding Share of the Purchase Price of such Swing Line Transaction, and upon its receipt thereof, the Agent shall deliver to such Buyer a certificate evidencing such participation. (f) Unless a Buyer shall have notified the Swing Line Buyer, prior to any Swing Line Transaction, that any applicable condition precedent set forth in Sections 14.1 or 14.2 had not then been satisfied, such Buyer’s obligation to convert the Swing Line Transaction to a Regular Transaction pursuant to clause (d) of this Section 2.5 were satisfied or to purchase a participation in all material respects, then the other Buyers respect of such Swing Line Transaction pursuant to clause (e) of this Section 2.5 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (subject to i) any set-off, counterclaim, recoupment, defense or other right which such Buyer may have against the provisions Agent, the Swing Line Buyer or any other Person, (ii) the occurrence or continuance of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any a Default or Event of Default has occurred or been discoveredDefault, and irrespective of whether (iii) any adverse change in the meantime condition (financial or otherwise) of the Seller, (iv) the expiration, cancellation or termination, with or without cause of some or all of the such Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have if such Commitment has been waived, released or excused for any reason whatsoeveor or (v) any other circumstances, happening or event whatsoever. In the event that any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, so that the Agent shall be entitled to receive, retain and apply against such obligation the Repurchase Prices (aincluding Price Differential) otherwise payable to such Buyer hereunder until the Agent receives such payment from such Buyer or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, such Buyer shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date Buyer, without recourse or warranty, an undivided interest and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to participation in the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) Transaction in the manner set forth in Section 5.3 but in no event later than amount of such Buyer’s Funding Share of that Transaction, and such interest and participation may be recovered from such Buyer together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Termination Date. All amounts due from , the Buyers under this Section 3.2 Seller shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. repurchase all Purchased Loans then subject to a Swing Line Transaction. (g) The Administrative Agent shall disburse to U.S. Bank the Swing Line Buyer from the Repurchase Settlement Account an amount equal to the sum of the Funding Shares received from funded by all of the other Buyers on in respect of the refunding of any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof)Transaction; provided that if a Buyer other than U.S. Bank the Swing Line Buyer advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative AgentRepurchase Settlement Account, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is receivedreceived in the Repurchase Settlement Account, and the Administrative Agent shall then repay U.S. Bank the Swing Line Buyer that still-outstanding portion of the Swing Line Transaction from such fundsthe Repurchase Settlement Account, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line LimitBuyer. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received fund its Funding Share to fund a Swing Line Transaction in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the clause (d) of this Section 2.5, or fails to fund its Funding Share to purchase a participation in a Swing Line Refunding Due Date Transaction in accordance with clause (i.e., excluding any such failure caused by a federal funds wire delay)e) of this Section 2.5, then that Buyer shall also be obligated to pay to U.S. Bank Price Differential the Swing Line Buyer interest on the Funding Share so due from such Buyer to U.S. Bank the Swing Line Buyer at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Sharerequired amount. (h) All accrued Price Differential on Swing Line Transactions shall be due and payable by the Seller to the Agent (for distribution to the Swing Line Buyer) on the Price Differential payment due date (determined under Section 5) next following the date of the Swing Line Transaction. All Price Differential accrued on Swing Line Transactions through the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Agent (for distribution to the Swing Line Buyer) no later than two (2) Business Days after the applicable Swing Line Refunding Due Date, but in no than event later the Termination Date.

Swing Line Transactions. (a) The Seller may request a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured and all conditions precedent in Article 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Mortgage Loan Transmission File for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:15 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse paying over to U.S. Bank Bank, and U.S. Bank’s applying against such Swing Line Transaction, an amount equal to the sum Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares received from the Buyers of such Purchase Price on any that day against each Transaction the same Mortgage Loan Transmission File that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); at which time such Transaction shall be deemed to be a Regular Transaction, provided that if the Seller shall not have delivered a Buyer other than U.S. Bank advises new Mortgage Loan Transmission File to the Administrative Agent by telephone and confirms the advice by fax that Custodian for such Buyer has placed all of its Funding Share on Regular Transaction, then the federal funds wire to initial Pricing Rate applicable thereto shall be the account designated LIBOR Rate plus the LIBOR Margin as determined by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. (a) The Seller may request a Swing Line Transaction: (1) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (2) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured and all conditions precedent in Article 14 have been satisfied; (3) so long as the Swing Line Limit is not exceeded; (4) provided that the Mortgage Loan Transmission File for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 3:15 p.m. on each the Business Day such Transaction is to be funded; and (5) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date by the Administrative Agent’s paying over to U.S. Bank, and (b) all U.S. Bank’s applying against such Swing Line Transactions are converted Transaction, an amount equal to the Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares of such Purchase Price on that day against the same Mortgage Loan Transmission File that was initially funded as a Swing Line Transaction at which time such Transaction shall be deemed to be a Regular Transactions with each Buyer having funded its Funding Share thereof. Transaction, provided that if the Seller shall not have delivered a new Mortgage Loan Transmission File to the Administrative Agent and the Custodian for such Regular Transaction, then the initial Pricing Rate applicable thereto shall be the Daily Reset Term SOFR Rate plus the Applicable Margin as determined by the Administrative Agent. (d) All accrued Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to Price Differential payment due date (determined under Section 5.3) next following the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion date of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding ShareTransaction.

Swing Line Transactions. U.S. Bank shall notify each Buyer no later than 2:00 p.m. on each Swing Line Refunding Due Date of such Buyer’s Funding Share of the Swing Line Transactions that are to be converted to Regular Transactions on such date. If at the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount on each Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in within two (2) Business Days after the manner set forth in Section 5.3 Agent bills the Seller for such Price Differential (which billing shall occur monthly) but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 4:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of Comerica Bank’s Funding Share of the Swing Line Transactions plus Comerica Bank’s Funding Share of all Open Transactions to exceed Comerica Bank’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 3:30 p.m. (Detroit, Michigan time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Purchased Loan Activity Summary Report and, if requested by Agent, Eligible Loans Report, from the Custodian on such date. If at ; and (vii) provided that the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all Seller is not aware of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) why the Swing Line is paid down requested Transaction cannot or will not be fully funded by the required amount Buyers on each the first Swing Line Refunding Due Date and following the Business Day on which the Swing Line Transaction is to be funded. (b) all All Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All shall have a Price Differential accrued on Swing Line Transactions to from the applicable Swing Line Refunding Due Date date funded until the date repaid and the Repurchase Price therefor shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Share.to

Swing Line Transactions. (a) The Seller shall have the right to request and obtain a Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement except that it may have been requested later in the day; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured and all conditions precedent in Section 14.2 have been satisfied; (iii) so long as the Swing Line Limit is not exceeded; (iv) provided that the Mortgage Loan Transmission Files for the proposed Transaction is received by U.S. Bank shall notify each Buyer by no later than 2:00 1:00 p.m. on each the Business Day such Transaction is to be funded; and (v) provided that neither the Seller nor U.S. Bank is aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date of such Buyer’s Funding Share of following the Business Day on which the Swing Line Transactions that are Transaction is to be converted funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Regular Transactions on such date. If U.S. Bank at the time each same rate(s) as would be applicable if such Swing Line Transaction was fundedTransactions had been funded as Regular Transactions by all Buyers, instead of having been funded by U.S. Bank reasonably believed that all of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers alone as Swing Line Transactions. (c) Each Swing Line Transaction shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) the Swing Line is paid down by the required amount re-funded on each its Swing Line Refunding Due Date by the Agent’s paying over to U.S. Bank out of the Repurchase Settlement Account, and (b) all U.S. Bank’s applying against such Swing Line Transactions are converted Transaction, an amount equal to the Purchase Price of the Transaction funded by all of the Buyers in their Funding Shares of such Purchase Price on that day against the same Transaction that was initially funded as a Swing Line Transaction at which time such Transaction shall be deemed to be a Regular Transactions with each Buyer having funded its Funding Share thereof. Transaction. (d) All accrued Price Differential accrued on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to Price Differential payment due date (determined under Section 5) next following the account designated by the Administrative Agent, the Administrative Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion date of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding ShareTransaction.

Swing Line Transactions. U.S. Bank (a) The Seller shall notify each Buyer no later than 2:00 p.m. on each have the right to request a Swing Line Refunding Due Date Transaction and the Swing Line Buyer may, in its discretion, agree to fund such Swing Line Transaction: (i) only if such Swing Line Transaction fully qualifies in all respects for funding as Regular Transaction under this Agreement; (ii) provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable, and all conditions precedent in Section 14.1 (with respect to the initial purchase hereunder) and Section 14.2 have been satisfied; (iii) so long as (A) the Swing Line Limit is not exceeded and (B) such BuyerSwing Line Transaction will not cause the sum of JPMorgan Chase’s Funding Share of the Swing Line Transactions plus JPMorgan Chase’s Funding Share of all Open Transactions to exceed JPMorgan Chase’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that are a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 5:00 p.m. (Houston, Texas time) on the Business Day such Transaction is to be converted to Regular Transactions funded; (vi) provided that the Agent has received a satisfactory Asset Schedule from the Custodian on such date. If at ; and (vii) provided that the time each such Swing Line Transaction was funded, U.S. Bank reasonably believed that all Seller is not aware of the conditions set forth in Section 2.5 were satisfied in all material respects, then the other Buyers shall be (subject to the provisions of this Agreement and the other Repurchase Documents) unconditionally and irrevocably obligated to timely fund their respective Funding Shares of such Transactions, irrespective of whether in the meantime any Default or Event of Default has occurred or been discovered, and irrespective of whether in the meantime some or all of the Buyers’ Commitments have lapsed, expired or been canceled, rescinded or terminated with or without cause, or have been waived, released or excused for any reason whatsoever, so that (a) why the Swing Line is paid down requested Transaction cannot or will not be fully funded by the required amount Buyers on each the first Swing Line Refunding Due Date and (b) all Swing Line Transactions are converted to Regular Transactions with each Buyer having funded its Funding Share thereof. All Price Differential accrued following the Business Day on Swing Line Transactions to the applicable Swing Line Refunding Due Date shall be due and payable by the Seller to the Administrative Agent (for distribution to U.S. Bank) in the manner set forth in Section 5.3 but in no event later than the Termination Date. All amounts due from the Buyers under this Section 3.2 shall be transmitted by federal funds wire transfer in accordance with the Administrative Agent’s instructions. The Administrative Agent shall disburse to U.S. Bank an amount equal to the sum of the Funding Shares received from the Buyers on any day against each Transaction that was initially funded as a Swing Line Transaction (excluding U.S. Bank’s own Funding Share thereof); provided that if a Buyer other than U.S. Bank advises the Administrative Agent by telephone and confirms the advice by fax that such Buyer has placed all of its Funding Share on the federal funds wire to the account designated by the Administrative Agent, the Administrative Agent shall continue to keep which the Swing Line Transaction outstanding is to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received, and the Administrative Agent shall then repay U.S. Bank that still-outstanding portion of the Swing Line Transaction from such funds, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Administrative Agent shall belong to U.S. Bank; provided, further that in no event shall U.S. Bank have any obligation to continue such portion of any Swing Line Transaction outstanding if and to the extent, if any, that doing so would cause the total amount funded by U.S. Bank and outstanding to exceed the Swing Line Limit. If any Buyer fails to transmit any funds required under this Section 3.2 so that such funds are received in accordance with the Administrative Agent’s instructions by 3:00 p.m. on the Swing Line Refunding Due Date (i.e., excluding any such failure caused by a federal funds wire delay), then that Buyer shall also be obligated to pay to U.S. Bank Price Differential on the Funding Share so due from such Buyer to U.S. Bank at the Federal Funds Rate from (and including) such Swing Line Refunding Due Date to (but excluding) the date of payment of such Funding Sharefunded.