Common use of The Transactions Clause in Contracts

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan or any Loan held by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect shall from time to the Committed Amount and may, with respect to the Uncommitted Amount, time as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount Maximum Aggregate Purchase Price. Buyer and shall have no obligation Seller agree that the Purchased Loans transferred to enter into Transactions with respect Buyer in any Transaction hereunder may include Eligible Loans which are Wet Loans (subject to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amountany applicable sub-limits regarding Wet Loans set forth herein or any Program Document). (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), ) and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice... The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 4:30 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such Trust Receipts shall be delivered to 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Funding Notice by transferring to the related Seller or at such Seller’s directionDisbursement Account, via wire transfer in accordance with the terms of Section 11 of the Custodial Agreement (pursuant to written wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. Buyer agrees that Seller shall not be required to compensate Buyer pursuant to the provisions of this Section 3(i) for any increased costs incurred or reductions in Buyer’s rate of return suffered more than six (6) months prior to the date that Buyer notifies Seller of the event giving rise to such increased costs or reductions and of Buyer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). (j) Provided no Default or Event Buyer and Seller hereby agree that upon Buyer’s completion of Default has occurred its credit and is continuingdue diligence review of Seller, Sellers may request in the event that Buyer agree elects to extend the Termination Date for offer a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such one-year extension of the Termination Date term of this Agreement to Seller upon terms and conditions substantially similar to those provided herein and in the other Program Documents, Buyer and Seller shall be at Buyer’s sole discretion each use commercially reasonable efforts and shall be effective on the then current Termination Date negotiate in good faith to promptly execute and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of deliver all required documents to effect such dateextension.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, time as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Assets acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice substantially in the form of Exhibit D hereto or other form acceptable to Buyer in its sole discretion (a “Transaction Notice”), appropriately completed, to Buyer and an Asset Schedule to Buyer and Custodian; provided that in connection with any Transaction Notice, Seller shall be deemed to have made the certifications and representations and warranties set forth in Exhibit D hereto regardless of the form of such Transaction Notice and (ii) an estimate of the Purchase Price Mortgage File to Custodian for such Transaction, which in the case of each Loan (other than a Certificate shall be determined using the amount allocable to the Loans owned by or Wet Loan) proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a such Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller whether or the related Trust, as applicable, showing that the related Mortgage Asset Files for each not such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate is subject to a Participation Certificate), which, Transaction Notice, Asset Schedule and an Exception Report showing Mortgage File must be received no later than 12:00 p.m. (New York City time) on the status of all Purchased requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans then held by Custodian for each such Trust, including but not limited and include a Asset Schedule in respect of the Assets that Seller proposes to the Loans which are subject to Exceptions, and the time include in the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of event that the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms set forth in any Funding prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. Following its receipt of a Transaction Notice, the terms of such Funding Notice Buyer shall control deliver to the extent that Seller, in electronic or other format, a “Confirmation” confirming the Funding terms thereof prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date, all of which terms shall be as specified in the related Transaction Notice notes such conflict and specifies that the Funding Notice shall controlProgram Documents. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Confirmation and the related Funding Notice..The Funding Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (cb) Not later than 3:30 p.m. (New York City time) on each Business Day, the Custodian shall deliver to the Buyer, via Electronic Transmission acceptable to the Buyer, one or more Trust Receipts (with a Custodian Loan Transmission attached thereto) accompanied by an Exception Report, showing the status of all Loans then held by the Custodian, including but not limited to the Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(a) or 6(b) of the Custodial Agreement. The original copies of such Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Xxxxxx Xxxxx for the account of The Royal Bank of Scotland plc, telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (i) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, the Security that is issued on the related Conversion Date (provided it is an Eligible Security) shall replace the Participation Certificate as the Purchased Asset, and from and after the Conversion Date, the Purchased Asset subject to such Transaction shall be the Purchased Security. For the avoidance of doubt, any Eligible Security that is issued with respect to the Eligible Loans underlying a Purchased Participation Certificate shall, on the Conversion Date, replace the Purchased Participation Certificate and automatically become subject to the Transaction to which the Purchased Participation Certificate was subject. (ii) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, if a Removal Date shall occur with respect to a Related Loan underlying such Purchased Participation Certificate, such Related Loan shall automatically become a Purchased Asset (other than Early Purchase Program Loan) on and after such Removal Date subject to such Transaction without any further act on the part of Seller or Buyer; provided that, such Related Loan shall meet the criteria set forth in the definition of “Eligible Loan”. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for not later than 5:00 p.m. (New York City time) on the requested Purchase Date purchase of Loans or a Certificate, the Assets (insofar as applicable, by transferring to such Assets are Eligible Assets) included in the related Seller or at such Seller’s directionTransaction Notice by transferring, via wire transfer in accordance with the written (pursuant to wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each funds. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated allocable to the portion of the related Loans such Purchased Assets that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iiiii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates purchase Assets hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of repurchase such notice from Buyer and terminate this Agreement Assets or (b) pay a Pricing Rate at a rate per annum as reasonably determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveAssets. (ef) Sellers Except as provided in Section 3(g), Seller shall repurchase repurchase, at the applicable Repurchase Price, the related Purchased Assets from Buyer on each related Repurchase Date.., against the Buyer’s re-transfer to the Seller of the related Purchased Assets. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Asset. Seller is obligated to obtain the Purchased Assets from Buyer or any Loan held by its designee (including the TrustCustodian) at Seller’s expense on (or after) the related Repurchase Date. (fg) Provided that no Default the applicable conditions in Sections 9(a) and (b) have been satisfied, on each related Repurchase Date, each Purchased Asset shall have occurred and be continuing, automatically become subject to a new Transaction unless the Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days Day prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset (a “Rolled Transaction”). Buyer shall automatically become subject to a new Transaction..In such event, purchase the related Repurchase Date on which such Transaction becomes subject Eligible Assets pursuant to a new Transaction shall become the “Purchase Date” for such Transactionprocedures set forth in this Section 3(g). For each new Rolled Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a the Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such the Seller shall give two (2) Business Days’ prior written notice thereof to the Buyer (if such repurchase is in an amount greater than $20,000,000) or by 2:00 p.m. (New York City time) on the date of repurchase..the repurchase (in all other cases). If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaidprepaid without any prepayment penalty. Such early repurchases shall be in an aggregate principal amount of at least $100,000. (hi) On or prior to the Purchase Date in respect of any Early Purchase Program Loan, Seller shall electronically transmit to the related Agency (and shall deliver to Buyer by overnight courier) a fully completed copy of (x) Form HUD 11705 (Schedule of Subscribers), (y) Xxxxxx Mae Form 2014 (Delivery Schedule) or (z) a copy of Xxxxxxx Mac Form 381 (Contract Delivery Summary) and a copy of Xxxxxxx Mac Form 939 (Settlement and Information Multiple Registration Form)(each, an “Applicable Agency Schedule”), as the case may be, designating the Buyer as the party authorized to receive the Related Security, executed by the Seller and relating to the Related Loans to be backed by such Related Security. (j) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) adopted after the date hereof or any change in the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject the Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Assets purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto the Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of the Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or; (iii) shall impose on the Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer the Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) promptly pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable..In receivable thereafter incurred. If the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which the Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Buyer to be material, then Buyer from time to time, the Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers the Seller of the event by reason of which it has become so entitled. Buyer shall not be entitled providing reasonable supporting detail as to claim any additional amounts that arose more than ninety (90) days prior to the date such additional amounts..notice is received by the Seller. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to Sellers the Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect from time to the Uncommitted Amount, as requested by a Sellertime in its sole discretion, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice substantially in the form of Exhibit D hereto (a "Transaction Notice"), appropriately completed, and a Loan Data Transmission to Buyer and Custodian, and (ii) an estimate of the Purchase Price Mortgage File to Custodian for each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Data Transmission must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan List in respect of the Eligible Loans that the Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date... Seller agrees to immediately report to Custodian and the Buyer by facsimile transmission within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction did not close for any reason including, but not limited to, a Rescission. In addition, each Transaction Notice shall set forth the related portion of event that the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm Transaction, the Buyer shall deliver to the Seller, in electronic or other format, a "Confirmation" specifying such terms of prior to entering into such Transaction, by delivering to including, without limitation, the related Seller a Funding Notice specifying Purchase Date, the Loans or Trust Certificates Buyer agrees to include in such Transaction on Purchase Price, the related Purchase Date Pricing Rate therefor and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall controlRepurchase Date. By entering into a Transaction with the Buyer, each the Seller consents to the terms set forth in the related Funding Notice..The Funding Confirmation. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice Confirmation relates. (c) Upon . In the event of any conflict between this Agreement and a Seller’s request to enter into a Transaction pursuant to Section 3(a)Confirmation, Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default the terms of the Confirmation shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring control with respect to the related Seller or at such Seller’s directionTransaction. It is acknowledged and agreed that, via wire transfer in accordance with notwithstanding any other provision of this Agreement to the written wire transfer instructions provided by such Sellercontrary, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust facility provided under this Agreement is an uncommitted facility and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under have no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan or any Loan held by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such datehereunder.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect hereby agrees to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates. Unless otherwise agreed, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions (i) with respect to the Uncommitted Amountpurchase of Dry Loans, which Transactions the related Seller shall give Buyer and Custodian notice of any proposed purchase at each of 10:00 a.m. New York City time (a “Notice Time”) two (2) Business Days prior to the applicable Purchase Date and (ii) with respect to the Uncommitted Amount shall be entered into purchase of Wet Mortgage Loans, prior to (A) 9:30 a.m. (New York City time) in the sole discretion case of Buyer..Unless otherwise agreed by Buyeran AM Funding and (B) 3:30 p.m. (New York City time) in the case of a PM Funding on the proposed Purchase Date (also a “Notice Time”). Before the applicable Notice Time, all Transactions hereunder the related Seller shall be first deemed committed up deliver to the Committed Amount Buyer and then the remainderCustodian a Transaction Notice, if any, a Loan Schedule and a Computer Tape and shall be deemed uncommitted up deliver to the Uncommitted AmountBuyer copies of the related Escrow Instruction Letters with respect to such Wet Mortgage Loans which are to be purchased. (b) Unless otherwise agreed, a The related Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all repurchase Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. The related Seller is obligated to obtain the Purchased Loans from Buyer or its designee at the related Seller’s expense on (or after) the related Repurchase Date. Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan or any Loan held that is repurchased by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by related Seller on the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In Transaction unless Buyer is otherwise notified by the related Seller at least one (1) Business Day prior to any such eventRepurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the related Repurchase Date on which for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of this Agreement and the other Program Documents, Buyer shall, with respect from time to time during the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a SellerRevolving Period, enter into Transactions with a an aggregate Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect . In the event that Seller desires to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering hereunder, Seller shall deliver to the Custodian, with a copy to Buyer: , prior to 10:00 a.m., New York City time, on the third Business Day prior to the proposed Purchase Date (i) such date, the “Notice Date”), a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject . The Security Schedule relating to a Transaction and an Exception Report showing may be delivered prior to but no later than the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to ExceptionsNotice Date, and the time Securities identified on the related Loan Documents have been released in accordance with Security Schedule most recently delivered on or prior to the terms date of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed deemed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in Securities Schedule for the related Transaction. Buyer shall notify the related Seller of its An agreement to enter into a Transaction may not be entered into orally unless otherwise agreed to between a Seller and confirm Buyer. (b) Prior to entering into such Transaction, Buyer shall deliver to Seller, by electronic or other format, a “Confirmation” specifying the terms of such Transaction, by delivering to including, without limitation, the related Seller a Funding Notice specifying Purchase Date, the Loans or Trust Certificates Buyer agrees to include in such Transaction on Purchase Price, the related Purchase Date Pricing Rate therefor and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall controlRepurchase Date. By entering into a Transaction with the Buyer, each the related Seller consents to the terms set forth in the related Funding Notice..The Funding Confirmation. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and the related Seller with respect to the Transaction to which the Funding Notice Confirmation relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the The related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any . Provided that the applicable conditions in Sections 9(a) and 9(b) have been satisfied, each Purchased Loan Asset that is repurchased by the related Seller on the 25th day of each month (or, if such 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any Loan held other date designated by the Trust. related Seller to Buyer for such a repurchase on at least two (f2) Provided that no Default Business Days’ prior notice to Buyer, a “Repurchase Date”, which term shall have occurred and be continuing, also include any date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time related Seller at least two (2) Business Days prior to any such Repurchase Date, on each related provided that if the new Repurchase Date each Purchased Asset so determined is later than the Termination Date, the new Repurchase Date for such Transaction shall automatically become subject reset to a new Transaction..In such eventthe Termination Date, and the related Repurchase Date on which such Transaction becomes subject provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (x) the representations and warranties of each Seller and Guarantor in the Program Documents shall be true and correct as of the date of such new Transaction and (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, . This Agreement shall terminate on (and the Repurchase Date for all remaining outstanding Transactions subject to this Agreement shall be) the earlier to occur of: (a) the Termination Date; (b) the Early Termination Date; and (zc) at Buyer’s option, the Pricing Rate date an Event of Default shall be occur. (d) In addition to the requirements set forth elsewhere in the Agreement, including the requirement that each Purchased Asset constitute an Eligible Asset, Buyer shall have no obligation to enter into any Transaction if (i) a Default, an Event of Default or an Event of Termination shall have occurred at any time during the term of this Agreement, (ii) as a result of such Transaction, the aggregate Purchase Price for all Transactions then outstanding under this Agreement would exceed the Maximum Aggregate Purchase Price at such time, or (iii) other than with respect to roll-over transactions pursuant to Section 3(c), the Revolving Period shall have expired. For the avoidance of doubt, subject to the terms and conditions contained in this Agreement, Sellers shall have the right to repurchase Purchased Assets and resell such Purchased Assets or other Assets to Buyer hereunder. (e) [Reserved] (f) On the Effective Date, Sellers shall file financing statements on Form UCC-1, in form and substance satisfactory to Buyer, in the appropriate jurisdictions’ recording offices, naming Buyer as “Secured Party” and each Seller as “Debtor” and describing the collateral as the Purchased Assets (including all Call Rights and all other rights associated with or related to the Purchased Assets) and all proceeds thereof as set forth in the Pricing Side Letteron a Security Schedule maintained by Buyer as secured party. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. Not later than 10:00 a.m. (New York City time) on any Purchase Date or the date of repurchase..If such notice is givenany substitution of Assets pursuant to Section 16, the Repurchase Price specified in such notice related Seller shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hI) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made Eligible Assets that shall be delivered or held in definitive, certificated form, deliver to Buyer or, if so directed by Buyer’s , the Custodian the original of the relevant certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent respect to the date hereof: related Securities either (i) shall subject registered in the name of Buyer or (ii) if Buyer consents thereto in its sole discretion, in form suitable for transfer, with accompanying, duly executed (with a Medallion Guarantee with respect to any the signatures thereon) instruments of transfer or appropriate instruments of assignment (including all Transfer Documents) executed in blank, transfer tax of any kind whatsoever (excluding Excluded Taxes, Other Taxesstamps, and any Tax imposed on other documents or instruments necessary in the opinion of Buyer to effect and perfect a legally valid delivery of such security or other item of investment property to Buyer, (II) with respect to payments made under any Program Document) Eligible Assets that shall be delivered or held in uncertificated form and the ownership of which is registered on books maintained by the issuer thereof or its loanstransfer agent, loan principal, letters the Sellers shall cause the registration of credit, commitments, such security or other obligationsitem of investment property in the name of Buyer or the Custodian and at the request of the Buyer, shall take such other and further steps, and shall execute and deliver such documents or its depositsinstruments necessary in the opinion of the Buyer, reservesto effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder and (III) with respect to Eligible Assets that shall be delivered through a Relevant System in book entry form and credited to or otherwise held in an account, (i) the Sellers shall cause the giving of written instructions to the relevant financial institution or other liabilities or capital attributable thereto; entity, and shall provide a copy thereof to the Buyer, sufficient if complied with to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder, (ii) in connection with any account to which the Eligible Assets are credited or otherwise held, the Sellers shall imposeexecute and deliver such other and further documents or instruments necessary, modify in the reasonable opinion of the Buyer, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder and (iii) any account to which the Eligible Assets are credited or hold applicable otherwise shall be designated “Greenwich Capital Financial Products, Inc. Account” or such variation thereon as the Buyer may direct. Unless otherwise instructed by Buyer, any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits delivery of a security or other liabilities item of investment property in or for the account definitive, certificated form shall be made to JPMorgan Chase Bank, 0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Outsourcing Department, Xxxxxxxx Xxxx. Any delivery of Transactions or extensions of credit bya security in accordance with this subsection, or any other acquisition method acceptable to Buyer in its sole discretion, shall be sufficient to cause Buyer to have a perfected, first priority security interest in, and to be the “entitlement holder” (as defined in Section 8-102(a)(7) of funds by any office the Uniform Commercial Code of Buyer which is not otherwise included the State of New York) with respect to the Security. No Purchased Securities shall, whether certificated or uncertificated, (i) remain in the determination possession of any Seller, or (ii) remain in the name of any Seller or any of its agents, or in any account in the name of any Seller or any of its agents. In the event Buyer consents to delivery of any certificate representing one or more of Eligible Assets not registered in the name of Buyer, concurrently with the delivery thereof, (A) the Seller shall have (1) notified the Trustee in connection with the related securitization transaction of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any pledge of the foregoing is related Eligible Assets hereunder, and (2) instructed the Trustee to increase pay all amounts payable to the cost holders of the Eligible Assets to an account specified by the Buyer, by an amount which in the form of the instruction letter attached hereto as Exhibit F (the “Trustee Instruction Letter”) and (B) the Trustee shall have acknowledged in writing the instructions set forth in clause (A) above, and a copy of the fully executed Trustee Instruction Letter shall be delivered to the Buyer. Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder shall (i) apply all Income in respect thereof, then, of such Purchased Security pursuant to Section 7 and (ii) exercise all voting and corporate rights relating to such Purchased Security in any such case, Buyer shall give Sellers prompt notice thereof and, accordance with Seller’s direction for so long as such condition remains in effectno Default, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days Event of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has Termination shall have occurred and is be continuing; provided, however, that no vote shall be cast or corporate right exercised or other action taken which would impair, reduce the value of or otherwise adversely affect the Purchased Securities or which would be inconsistent with or result in any violation of any provision of this Agreement, any other Program Document or the Guaranty. Sellers may request that Buyer hereby agree to extend pay all costs and expenses incurred by any party (including reasonable attorney’s fees and expenses) in connection with any such registration in the Termination Date for a period name of one hundred eighty Buyer and any ultimate re-registration in the name of Seller, if applicable. Without the prior written consent of Buyer, no Seller will (180i) days by providing a written request for such extension sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Purchased Assets, or (ii) create, incur or permit to Buyer no earlier than one hundred twenty (120) days prior to the Termination Dateexist any Lien or option in favor of, but no later than sixty (60) days prior to the Termination Date; provided that such extension or any claim of any Person with respect to, any of the Termination Date shall be at Buyer’s sole discretion and shall be effective on Purchased Assets, or any interest therein, except for the then current Termination Date and Lien provided for by this Agreement, or (iii) enter into any Transactions outstanding on agreement or undertaking (other than pursuant to this Agreement) restricting the then current Termination Date shall be terminated and new Transactions shall be entered into as right or ability of such dateany Seller or Buyer to sell, assign or transfer any of the Purchased Assets.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such Seller, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such the Seller’s directiondesignee, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act; shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be materialmaterial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety reduction. (90j) days of Buyer’s notice thereof..In If the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the The related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each . Such obligation to repurchase exists subsists without regard to any prior or intervening liquidation or foreclosure with respect to any each Purchased Loan Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or any Loan held by its designee (including the Trust. (fCustodian) Provided that no Default at its own expense on the related Repurchase Date. On each Repurchase Date, the related Seller shall have occurred and remit or shall cause to be continuing, unless Buyer is notified by the Sellers remitted to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days Buyer the Repurchase Price together with Breakage Costs, if any. If a Seller repurchases Purchased Assets on any day prior to any such the related Repurchase Date, on each such day, such Seller shall remit or cause to be remitted to the Buyer the Repurchase Price in full together with Breakage Costs, if any. The related Seller shall give at least one (1) Business Days' prior written notice to Buyer if such repurchase shall occur on a date other than the related Repurchase Date Date. (b) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset shall automatically become subject to a new Transaction..In such event, Transaction on the related Repurchase Date on which unless the Seller shall have otherwise notified the Buyer at least one (1) Business Day prior to the related Repurchase Date, provided that if the new Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gc) If a Seller intends to repurchase any repurchases related Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase DateDate for such Purchased Assets, or if Seller fails to give one (1) Business Day notice pursuant to Section 3(b) prior to repurchasing related Purchased Assets on a Repurchase Date for such Purchased Assets, such Seller shall give prior written notice thereof indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), as applicable; provided, however, that notwithstanding the Seller's failure to provide the required notice, Breakage Costs for Purchased Assets repurchased on any single day will be deemed to equal zero if (1) Buyer by 2:00 p.m. (receives the Repurchase Price for the related Purchased Assets no later than 4:00 p.m., New York City timeTime, on such day, (2) on the date of repurchase..If such notice is given, the aggregate Repurchase Price specified for all such Purchased Assets repurchased on such day is less than Fifty Million Dollars ($50,000,000) and (3) the buyer of such Purchased Assets is DB Structured Products, Inc., as Buyer under this Master Repurchase Agreement. Buyer shall deliver to such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change detail as determined in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed good faith by Buyer to be materialadequate, then Buyer shall give Sellers prompt notice thereof and, so long as it being agreed that such condition remains in effect, Buyer statement and the method of its calculation shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, adequate and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of and binding upon such Seller absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a SellerSellers, enter into Transactions with a Sellers such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with a Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that such Seller proposes propose to include in the related Transaction. Buyer shall notify the related Seller Sellers of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller Sellers a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller Sellers to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such SellerSellers, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents consent to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller Sellers with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 300 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Axxx Xxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the (pursuant to written wire transfer instructions provided by such SellerSeller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Seller acknowledges Custodial Agreement. Sellers acknowledge and agrees agree that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller Sellers shall, at its their option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Sellers are obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Sellers’ expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Sellers shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends Sellers intend to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller Sellers shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Sellers shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation promptly to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Dxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Dxxx-Xxxxx Act; shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be materialmaterial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then Buyer from time to time, Sellers shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers a Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of Default the event by reason of which it has occurred and is continuingbecome so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to a Seller shall be conclusive in the absence of manifest error. (k) With respect to Loans subject to Transactions, Sellers may request that Buyer agree a Seller may, from time to extend the Termination Date for a period of one hundred eighty (180) days time, by providing a written request for such extension Transaction Notice to Buyer, notify Buyer no earlier than of its intention to transfer its rights and obligations with respect to one hundred twenty (120) days prior or more Purchased Loans to the Termination Dateother Seller. In connection with any such transfer, but no later than sixty (60the transferring Seller shall repurchase the related Loan(s) days prior to from Buyer, and simultaneously with such transfer, the Termination Date; provided that other Seller shall sell such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.Loan(s)

The Transactions. (a) Subject to the terms and conditions of the Program Documents, the Buyer shall, with respect hereby agrees to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Assets acquired by the Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates. Unless otherwise agreed, the Purchase Price will be determined based upon related Seller shall give the aggregate Market Value Buyer and the Custodian notice of the Loans owned by the related Trust..Buyer shall have the obligationany proposed purchase, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to all related Eligible Assets, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the Uncommitted Amountproposed Purchase Date (the date on which any such notice is so given, which Transactions the “Notice Date”), (i) deliver an Asset Schedule and a Mortgage Loan Transmission to the Buyer and the Custodian on such Notice Date, and (ii) with respect to all Eligible Assets other than Wet Loans, deliver the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up Asset File to the Committed Amount and then Custodian in accordance with the remainder, if any, shall be deemed uncommitted up to the Uncommitted AmountCustodial Agreement. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from the Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Asset. The Sellers are obligated to obtain the Purchased Assets from the Buyer or any Loan held by its designee (including the TrustCustodian) at the Sellers’ expense on (or after) the related Repurchase Date. (fc) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date Seller may request that each Purchased Asset shall automatically that is repurchased by the related Seller on the Repurchase Date become subject to a new Transaction..In Transaction by delivering notice of such eventrequest (which request can be in the form of an Asset Schedule and Mortgage Loan Transmission) to the Buyer with a copy to the Custodian, at least one (1) Business Day prior to the related Repurchase Date; provided that if the Repurchase Date on which so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become expire on such date. Upon the “Purchase Date” for Buyer agreeing in its sole discretion to enter into such proposed Transaction, the Buyer shall purchase such Assets in accordance with the procedures set forth herein. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gd) If a Seller intends Notwithstanding anything to the contrary set forth herein, the Buyer shall have the right, at any time, to require the Sellers to repurchase any all Purchased Assets or pay Loans then subject to a Transaction by providing the portion Sellers with five (5) Business Days’ prior written notice of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer Date for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivePurchased Loans. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, time as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of the Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that the Buyer enter into a Transaction by delivering to Buyer: (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), ) and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or Custodian, the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 **** on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a the Seller to the Buyer and Custodian and the terms set forth in the related Funding Notice delivered by the Buyer to such the Seller, the terms of the related Funding Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with the Buyer, each Seller consents to the terms set forth in the related Funding Notice... The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and the Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, the Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, the Custodian will be required to deliver to the Buyer, via Electronic Transmission acceptable to the Buyer, the Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by the Custodian, including but not limited to the Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, the Custodian will be required to deliver to the Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such Trust Receipts shall be delivered to 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for the Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Funding Notice by transferring to the related Seller or at such Seller’s directionDisbursement Account, via wire transfer in accordance with the written terms of Section 11 of the Custodial Agreement (pursuant to wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO LIBOR Base Rate: (i) the Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO LIBOR Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) the Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO LIBOR Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing purchase and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO LIBOR Base Rate; then the Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by the Buyer taking into account the increased cost to the Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including the TrustCustodian) at Seller’s expense on (or after) the related Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Default shall have occurred and be continuing, on each related Repurchase Date each Purchased Loan shall automatically become subject to a new Transaction unless the Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give two (2) Business Days’ prior written notice thereof to the Buyer by 2:00 p.m. (New York City time) on the date of repurchase..repurchase in all other cases. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject the Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto the Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of the Buyer which is not otherwise included in the determination of the LIBO LIBOR Base Rate hereunder; or (iii) shall impose on the Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) promptly pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable..In receivable thereafter incurred. If the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which the Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility, and Purchaser shall have no obligation to enter into any Transactions hereunder. (b) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, Purchaser may enter into Transactions with a provided, that the Aggregate MRA Purchase Price Price, inclusive of all Purchased Assets and all Eligible Mortgage Loans proposed to be sold in such Transaction shall not to exceed exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon ) and (ii) the aggregate Market Value Asset Base. of the all Purchased Assets and all Eligible Mortgage Loans, inclusive of all Purchased Assets and all Eligible Mortgage Loans owned by the related Trust..Buyer shall have the obligation, subject proposed to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into sold in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.such Transaction.49 (bc) Unless otherwise agreed, a if Seller shall wishes to request that Buyer Purchaser enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans one or more Eligible Mortgage Loans, then Seller shall deliver a Prefunding Request to Purchaser and Loans held by Custodian Disbursement Agent no later than 5:30 p.m. (New York City time) on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited Business Day prior to the Loans requested Purchase Date, which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice Prefunding Request shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate amount that Seller proposes requests Buyer to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction fund on the related Purchase Date (such amount, the “Prefunded Amount”). By submitting the Prefunding Request, Seller shall be deemed to have represented that all conditions precedent to the Transactions expected to occur the following day have been satisfied and the portion of the related aggregate Purchase Price allocable to each Loan that all Mortgage Loans to be purchased or owned will be Eligible Mortgage Loans. If all such conditions precedent are satisfied, then no later than 9:30 am (New York City time), on the Purchase Date, Purchaser shall remit the Prefunded Amount to the Disbursement Account. Remitting the Prefunded Amount to the Disbursement Account shall not constitute a purchase, nor an agreement to purchase, any Mortgage Loan. (d) Once a Prefunding Request has been submitted, Seller may request that Purchaser actually purchase Eligible Mortgage Loans by submitting Seller Mortgage Loan Schedules to Purchaser and Custodian. Seller may submit up to eight (8) Seller Mortgage Loan Schedules at any time after the related Trust, and any other terms submission of the related Transaction..In Prefunding Request until 4:00 p.m. (New York City time) on the event Purchase Date. By submitting a Seller Mortgage Loan Schedule, Seller hereby agrees that it shall be deemed to have made all of a conflict between the terms representations and warranties set forth in the form of Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall controlNoticeRepresentations attached as Exhibit C hereto. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter 49 Section 3(b) was amended by Amendment No. 1, dated as of September 24, 2021. into a Transaction pursuant to Section 3(a3(d), Buyer shall, assuming if all conditions precedent set forth in this Section 3 and in Sections 9(a10(a) and (b) have been met, and provided if all Mortgage Loans to be purchased are Eligible Mortgage Loans, and if no Default or Event of Default shall have occurred and be continuing, enter into a Transaction for then, on the requested Purchase Date, Purchaser may, in its sole discretion, purchase of the Eligible Mortgage Loans or a Certificate, as applicable, by transferring to included in the related Seller or at such Seller’s direction, via wire transfer Mortgage Loan Schedule by instructing the Disbursement Agent to disburse the Initial Purchase Price in accordance with the written wire transfer instructions provided by Disbursement Agreement. On each Purchase Date, no later than 4:45 p.m. (New York City time), if any of the Prefunding Amount from the Business Day prior to such SellerPurchase Date remain with the Disbursement Agent, the Purchase Price in immediately available funds on the related Purchase Date..With respect Disbursement Agent shall remit such remainder to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective.Purchaser.50 (e) Sellers shall repurchase In order for any Eligible Mortgage Loan to be considered not a Wet-Ink Mortgage Loan, the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased complete Mortgage File for such Mortgage Loan or any Loan held must be received by the Trust. (f) Provided that Custodian no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 5:00 p.m. (New York City time) on the date Business Day before the Purchase Date. (f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be Differential due and payable on with respect to all outstanding Transactions, setting forth the date specified thereincalculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, together with Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential)Outstanding Purchase Price pursuant to Section 3(g) during the prior calendar month.51 (g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (1) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential)Outstanding Purchase Price together with any other Obligations then due and payable, and shall repurchase all Purchased Assets then subject to such date on Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the amount prepaid.related Purchased Assets..52 (h) If Agent determines in its reasonable discretion that any change Change in Law (except a Requirement of Change in Law after the date hereof (other than with respect regard to any amendment made to Buyer’s certificate of incorporation Indemnified Taxes and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, governed solely by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have Section 8) has the effect of reducing the rate of return on Buyer’s or such corporationPurchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of its obligations hereunder such Change in Law, then from time to a level below that which Buyer time Seller will compensate Purchaser or such corporation could have achieved but Xxxxxxxxx’s Affiliate, as applicable, for such adoptionreduced rate of return suffered as a consequence of such Change in Law on terms similar to those imposed by Purchaser. The Purchaser shall provide Seller with notice of any 50 Section 3(d) was amended by Amendment No. 1, dated as of September 24, 2021. 51 Section 3(f) was amended by Amendment No. 1, dated as of September 24, 2021. 52 Section 3(g) was amended by Amendment No. 1, dated as of September 24, 2021. such Change in Law. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (taking into consideration Buyer’s i) any eurocurrency reserve requirement, or such corporation’s policies (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with respect regard to capital adequacy) Indemnified Taxes or Excluded Taxes, which is governed solely by an amount deemed by Buyer to be materialSection 8), then Buyer shall give Sellers prompt notice thereof andSeller shall, so long as from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such condition remains in effectincreased costs, Buyer and such amounts shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to deemed a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers part of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate Obligations hereunder. Purchaser shall provide Seller with notice as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive such Change in the absence Law or change in compliance promptly following Purchaser’s receipt of manifest erroractual knowledge thereof. (ji) Provided no Default or Event of Default has occurred and To the extent that the Asset Base for any Purchased Mortgage Loan is continuinggreater than the Outstanding Purchase Price for such Purchased Mortgage Loan, Sellers Seller may request (such request, an “Incremental Purchase Price Request”) that Buyer agree Purchaser transfer an additional purchase price amount less than or equal to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request positive difference between the Asset Base and the Outstanding Purchase Price for such extension Purchased Mortgage Loan (each such additional purchase price amount, an “Incremental Purchase Price”). Each Incremental Purchase Price Request and Purchaser’s transfer of the applicable Incremental Purchase Price shall constitute a Transaction under this Agreement and will be subject to Buyer no earlier than one hundred twenty (120) days all conditions precedent and other terms required to be satisfied prior to execution of each such Transaction under this Agreement. In connection with each Incremental Purchase Price Request, Seller may direct Purchaser to transfer the Termination Date, but no later than sixty (60) days prior applicable Incremental Purchase Price in full or in part to reduce the Termination DateExposure that is a positive number under the other Relevant Master Agreements identified under the Master Netting Agreement; provided however that such extension pursuant to Section 4.2 and Section 4.3 of the Termination Date Master Netting Agreement, Barclays in its capacity as the Designated Barclays Entity under the Master Netting Agreement shall be at Buyer’s sole discretion and shall be effective on have the then current Termination Date and any Transactions outstanding on right to require Seller to transfer all or a portion of the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.Incremental Purchase Price to reduce the Exposure that is a positive under the other Relevant Master Agreements identified under the Master Netting Agreement, to zero.53

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such Seller, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 500/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Nxxxxx Xxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Buyer or any corporation controlling Buyer with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Dxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Dxxx-Xxxxx Act; shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be materialmaterial and to the extent Buyer determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Buyer hereunder, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety reduction. (90j) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 500,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such Seller, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to Loans. The original copies of such Trust Receipts shall be delivered to Buyer at 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx for the account of Citibank, N.A., telephone number [***], as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such Seller’s directiondesignee, via wire transfer in accordance with the terms of the Custodial Agreement and the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, within ten (10) days from the receipt of notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..Loans. In the event Sellers elect Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers Seller shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers Seller with respect to any period after the date on which such payment and termination become effective. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Section 9(b) have been satisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers Seller shall, at their its option, within ten (10) days from the receipt of notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable... In the event Sellers elect Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers Seller shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers Seller with respect to any period after the date on which such payment and termination become effective. (i) . If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers Seller shall, at their its option, within ten (10) days from the receipt of notice thereof from Buyer, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof... In the event Sellers elect Seller elects to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers Seller shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers Seller with respect to any period after the date on which such payment and termination become effective. . (j) If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller and showing, in reasonable detail, how the amount was calculated, shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, time enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) an estimate of the Purchase Price for Mortgage File to Custodian or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date..In additionDate (subject to Section 3(i)). Seller agrees to repurchase from Buyer, each Transaction Notice shall set forth on the related portion same Business Day of the Purchase Price for such discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that is allocable to each individual Loan..Each Transaction Notice shall include do not close for any reason including, but not limited to, a Loan Schedule in respect of Rescission. In the Loans proposed to be sold or owned by event that the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the terms set forth in any Funding Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the terms of such Funding Notice shall control to Purchase Date, the extent that Purchase Price, the Funding Notice notes such conflict Pricing Rate therefor and specifies that the Funding Notice shall controlRepurchase Date. By entering into in to a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Funding Notice..The Funding NoticeConfirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Xxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring the execution of a Transaction Notice and delivery of the Mortgage Files to the Custodian prior to the Purchase Date, with respect to each Transaction involving a Wet Loan or an Undocumented Loan, Seller shall, in lieu of delivering the Mortgage Files with respect to Wet Loans and Undocumented Loans on such Purchase Date or date of substitution, (i) prior to 5:00 p.m. (New York City time) on the related Business Day immediately preceding the Purchase Date or date of substitution, as applicable, deliver to the Custodian a Wet Loan Schedule or Undocumented Loan Schedule, as applicable, setting forth a list of all such Wet Loans or Undocumented Loans and cause the Custodian to deliver to Buyer a Wet Loan Trust Receipt or an Undocumented Loan Trust Receipt, as applicable, with respect thereto, and (ii) Seller deliver the Mortgage Files to the Custodian and cause the Custodian to deliver a Dry Loan Trust Receipt to Buyer (by telecopier with hard copy to follow on the following Business Day) not later than the day that is ten (10) Business Days following the related Purchase Date or date of substitution, as applicable, with respect to each Wet Loan or Undocumented Loan. The original copies of such Wet Loan Trust Receipts, Undocumented Loan Trust Receipts and Dry Loan Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Xxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000 0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, enter into a Transaction for not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase of the Eligible Loans or a Certificate, as applicable, by transferring to included in the related Seller or at such Seller’s directionTransaction Notice by transferring, via wire transfer in accordance with the written (pursuant to wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Price. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any servicing released Loans related to that are purchased in any Transaction includes a mutually negotiated premium allocated allocable to the portion of the related such Purchased Loans that constitutes the related Servicing Rights. (e) With respect to each Additional Collateral Mortgage Loan sold to Buyer under this Agreement, which Servicing Rights shall be owned by the Seller hereby assigns to the Buyer its security interest in and to any related Additional Collateral, all of its rights in each related Additional Collateral Agreement and Additional Collateral Servicing Agreement, its right to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans. Seller acknowledges and agrees that any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Additional Collateral Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest with respect to Purchased Loans each Additional Collateral Mortgage Loan on the property described therein and by Seller has full right to pledge and assign the related Trust with respect same to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateBuyer. (df) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein;; or (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of repurchase such notice from Buyer and terminate this Agreement Loans or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (eg) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the Purchased Loans from Buyer or any Loan held its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be received by Buyer and the Trustcomputer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (fh) Provided that no Default shall the applicable conditions in Sections 9(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer a Purchased Loan that is notified repurchased by Seller on the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, . Buyer shall purchase the related Repurchase Date on which such Transaction becomes subject Eligible Loans pursuant to a new Transaction shall become the “Purchase Date” for such Transactionprocedures set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gi) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give one (1) Business Day’s prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and the computer tape relating to the Purchased Loans being repurchased under this Section 3(i) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (hj) [Reserved.] (k) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or; (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the The related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each . Such obligation to repurchase exists subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at its own expense on the related Repurchase Date. On each Repurchase Date, the related Seller shall remit or shall cause to be remitted to the Buyer the Repurchase Price together with Breakage Costs, if any. If a Seller repurchases Purchased Assets on any Purchased Loan day prior to the related Repurchase Date, on such day, such Seller shall remit or any Loan held by cause to be remitted to the TrustBuyer the Repurchase Price in full together with Breakage Costs, if any. The related Seller shall give at least one (1) Business Days' prior written notice to Buyer if such repurchase shall occur on a date other than the related Repurchase Date. (fb) Provided that no Default shall the applicable conditions in Sections 9(a) and (b) have occurred and been satisfied, the related Seller may request that each Purchased Asset that is to be continuing, unless repurchased by a Seller on the Repurchase Date become subject to a new Transaction by delivering notice of such request to Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two one (21) Business Days Day prior to any such Repurchase Date, on each related provided that if the Repurchase Date each Purchased Asset so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically become subject reset to a new Transaction..In such eventthe Termination Date, and the related Repurchase Date on which such Transaction becomes subject provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gc) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included locks in the determination rate of LIBOR at the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result request of any a Seller for a fixed period of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of from the related Purchase Date in a Transaction Notice and such notice from Seller repurchases Purchased Assets on an earlier date or (ii) a Seller repurchases related Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate this Agreement or the deposits from which such funds were obtained (b"Breakage Costs"), in each case for the remainder of the thirty (30) promptly pay day period, as applicable. Buyer shall deliver to such additional Seller a statement setting forth the amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund basis of a pro-rated portion determination of any Commitment Fee actually paid by Sellers with respect to any period after the date on which Breakage Costs in such payment and termination become effective. (i) If Buyer shall have detail as determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed good faith by Buyer to be materialadequate, then Buyer shall give Sellers prompt notice thereof and, so long as it being agreed that such condition remains in effect, Buyer statement and the method of its calculation shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, adequate and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of and binding upon such Seller absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . Buyer and Seller agree that the Purchased Loans transferred to Buyer in any Transaction hereunder may include Eligible Loans which are Wet Loans (subject to any applicable sub-limits regarding Wet Loans set forth herein or any Program Document; provided that in any event such sub-limit regarding Wet Loans shall not be less than [***] in the aggregate). All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), ) and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice... The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. Seller agrees to immediately report to Custodian and Buyer by facsimile transmission or such other method acceptable to Custodian and Buyer within one Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason and any Loans which are subject to a Rescission. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Dry Loans and the Wet Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such Trust Receipts shall be delivered to 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Funding Notice by transferring to the related Seller or at such Seller’s directionDisbursement Account, via wire transfer in accordance with the terms of Section 11 of the Custodial Agreement (pursuant to written wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, determines in its reasonable discretion that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, determines in its reasonable discretion that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunderhereunder in the event of (iii) above, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 3:00 p.m. (New York City time) on the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer Buyer, in its reasonable discretion, deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In receivable thereafter incurred; provided that in the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause case of subclause (aiii) above, Sellers (x) Buyer shall be entitled provide Seller with thirty (30) days prior notice before Seller is obligated to a refund pay such additional amount or amounts to Buyer and (y) in lieu of a pro-rated portion paying such additional amount or amounts following its receipt of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. notice, Seller may repurchase all Purchased Loans hereunder within such thirty (i30) day period. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, time enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) an estimate of the Purchase Price for Mortgage File to Custodian or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date..In additionDate (subject to Section 3(i)). Seller agrees to repurchase from Buyer, each Transaction Notice shall set forth on the related portion same Business Day of the Purchase Price for such discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that is allocable to each individual Loan..Each Transaction Notice shall include do not close for any reason including, but not limited to, a Loan Schedule in respect of Rescission. In the Loans proposed to be sold or owned by event that the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the terms set forth in any Funding Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the terms of such Funding Notice shall control to Purchase Date, the extent that Purchase Price, the Funding Notice notes such conflict Pricing Rate therefor and specifies that the Funding Notice shall controlRepurchase Date. By entering into in to a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Funding Notice..The Funding NoticeConfirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Jxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring the execution of a Transaction Notice and delivery of the Mortgage Files to the Custodian prior to the Purchase Date, with respect to each Transaction involving a Wet Loan or an Undocumented Loan, Seller shall, in lieu of delivering the Mortgage Files with respect to Wet Loans and Undocumented Loans on such Purchase Date or date of substitution, (i) prior to 5:00 p.m. (New York City time) on the related Business Day immediately preceding the Purchase Date or date of substitution, as applicable, deliver to the Custodian a Wet Loan Schedule or Undocumented Loan Schedule, as applicable, setting forth a list of all such Wet Loans or Undocumented Loans and cause the Custodian to deliver to Buyer a Wet Loan Trust Receipt or an Undocumented Loan Trust Receipt, as applicable, with respect thereto, and (ii) Seller deliver the Mortgage Files to the Custodian and cause the Custodian to deliver a Dry Loan Trust Receipt to Buyer (by telecopier with hard copy to follow on the following Business Day) not later than the day that is ten (10) Business Days following the related Purchase Date or date of substitution, as applicable, with respect to each Wet Loan or Undocumented Loan. The original copies of such Wet Loan Trust Receipts, Undocumented Loan Trust Receipts and Dry Loan Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Jxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000 0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, enter into a Transaction for not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase of the Eligible Loans or a Certificate, as applicable, by transferring to included in the related Seller or at such Seller’s directionTransaction Notice by transferring, via wire transfer in accordance with the written (pursuant to wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Price. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any servicing released Loans related to that are purchased in any Transaction includes a mutually negotiated premium allocated allocable to the portion of the related such Purchased Loans that constitutes the related Servicing Rights. (e) With respect to each Additional Collateral Mortgage Loan sold to Buyer under this Agreement, which Servicing Rights shall be owned by the Seller hereby assigns to the Buyer its security interest in and to any related Additional Collateral, all of its rights in each related Additional Collateral Agreement and Additional Collateral Servicing Agreement, its right to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans. Seller acknowledges and agrees that any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Additional Collateral Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest with respect to Purchased Loans each Additional Collateral Mortgage Loan on the property described therein and by Seller has full right to pledge and assign the related Trust with respect same to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateBuyer. (df) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein;; or (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of repurchase such notice from Buyer and terminate this Agreement Loans or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (eg) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the Purchased Loans from Buyer or any Loan held its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be received by Buyer and the Trustcomputer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (fh) Provided that no Default shall the applicable conditions in Sections 9(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer a Purchased Loan that is notified repurchased by Seller on the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, . Buyer shall purchase the related Repurchase Date on which such Transaction becomes subject Eligible Loans pursuant to a new Transaction shall become the “Purchase Date” for such Transactionprocedures set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gi) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give one (1) Business Day’s prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and the computer tape relating to the Purchased Loans being repurchased under this Section 3(i) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (hj) [Reserved.] (k) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or; (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, time enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) an estimate of the Purchase Price for Mortgage File to Custodian or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date..In additionDate (subject to Section 3(i)). Seller agrees to repurchase from Buyer, each Transaction Notice shall set forth on the related portion same Business Day of the Purchase Price for such discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that is allocable to each individual Loan..Each Transaction Notice shall include do not close for any reason including, but not limited to, a Loan Schedule in respect of Rescission. In the Loans proposed to be sold or owned by event that the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the terms set forth in any Funding Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the terms of such Funding Notice shall control to Purchase Date, the extent that Purchase Price, the Funding Notice notes such conflict Pricing Rate therefor and specifies that the Funding Notice shall controlRepurchase Date. By entering into in to a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Funding Notice..The Funding NoticeConfirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. (c) Upon . In the event of any conflict between this Agreement and a Seller’s request Confirmation, the terms of the Confirmation shall control with respect to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and the related Transaction. (b) have been met, Pursuant to and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Sellerterms and provisions of the Custodial Agreement, the Purchase Price in immediately available funds on Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports showing the status of all Loans then held by the Custodian, including but not limited to the Undocumented Loans, Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Purchase Date..With respect Loan Documents have been released pursuant to each CertificateSections 6(b) or Section 7 of the Custodial Agreement. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Purchase Price Custodian shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related deliver to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior Purchase Date and such other dates as specified in the Custodial Agreement, one or intervening liquidation or foreclosure with respect to any Purchased Loan or any Loan held by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers more Trust Receipts relating to the contrary not later than 11:00 a.m. Loans. The original copies of each Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York City time at least two (2) Business Days prior to any such Repurchase DatePlaza, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such eventGround Floor, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new TransactionOutsourcing Department, unless otherwise agreedNew York, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given10004, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or Attention: Xxxxxxxx Xxxx for the account of Transactions or extensions of credit byGreenwich Capital Markets, or any other acquisition of funds telephone number (000) 000-0000, as agent for Buyer by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to overnight delivery using a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivenationally recognized insured overnight delivery service. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.24

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, time enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction NoticeNotice substantially in the form of Exhibit D hereto, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) an estimate of the Purchase Price for Mortgage File to Custodian or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, Undocumented Mortgage Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date..In additionDate (subject to Section 3(g)). Seller agrees to repurchase from Buyer, each Transaction Notice shall set forth on the related portion same Business Day of the Purchase Price for such discovery, any Wet Loans that were previously subject to a Transaction that is allocable to each individual Loan..Each Transaction Notice shall include do not close for any reason including, but not limited to, a Loan Schedule in respect of Rescission. In the Loans proposed to be sold or owned by event that the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the terms set forth in any Funding Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the terms of such Funding Notice shall control to Purchase Date, the extent that Purchase Price, the Funding Notice notes such conflict Pricing Rate therefor and specifies that the Funding Notice shall controlRepurchase Date. By entering into in to a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Funding Notice..The Funding NoticeConfirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. (b) Pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmissions and Exception Reports. In addition, pursuant to and in accordance with the terms and provisions of the Custodial Agreement, the Custodian shall deliver to Buyer on each Purchase Date and such other dates as specified in the Custodial Agreement, one or more Trust Receipts and Undocumented Loan Trust Receipts (each as defined in the Custodial Agreement) relating to the Loans. The original copies of each Aggregate Trust Receipt shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Jxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default, Event of Default or Event of Termination shall have occurred and be continuing, enter into a Transaction for not later than 2:00 p.m. (New York City time) on the requested Purchase Date, if all conditions precedent are satisfied by 5:00 p.m. on the Business Day preceding the requested Purchase Date, purchase of the Eligible Loans or a Certificate, as applicable, by transferring to included in the related Seller or at such Seller’s directionTransaction Notice by transferring, via wire transfer in accordance with the written (pursuant to wire transfer instructions provided by Seller on or prior to such SellerPurchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificatePrice. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein;; or (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of repurchase such notice from Buyer and terminate this Agreement Loans or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (e) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the Purchased Loans from Buyer or any Loan held its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(e) must be received by Buyer and the Trustcomputer tape relating to the Purchased Loans being repurchased under this Section 3(e) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the related Repurchase Date. (f) Provided that no Default shall the applicable conditions in Sections 9(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer a Purchased Loan that is notified repurchased by Seller on the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, . Buyer shall purchase the related Repurchase Date on which such Transaction becomes subject Eligible Loans pursuant to a new Transaction shall become the “Purchase Date” for such Transactionprocedures set forth in Section 3(c). For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give one (1) Business Day’s prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..Buyer. If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000. Any amounts required to be paid to Buyer under this Section 3(h) must be received by Buyer, and the computer tape relating to the Purchased Loans being repurchased under this Section 3(g) must be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase. (h) [Reserved.] (i) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or; (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectivereduction. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect DBSP hereby agrees to the Committed Amount (and Aspen and Newport may, with respect to the Uncommitted Amount, as requested by a Seller, ) enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by all Buyers and sold by all Sellers not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates. Unless otherwise agreed, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions (i) with respect to the Uncommitted Amountpurchase of Loans that are Dry Mortgage Loans, which Transactions with respect the applicable Seller shall give the related Buyer and Custodian notice of any proposed purchase by delivering on the proposed purchase prior to 11:00 a.m. New York City time one (1) Business Day prior to the Uncommitted Amount shall be entered into in proposed Purchase Date (the sole discretion of Buyer..Unless otherwise agreed by Buyerdate on which such notice is so given, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. “Notice Date”) (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i1) a Transaction Notice, a Loan Schedule and a Computer Tape to the related Buyer and Custodian, and (2) the Mortgage File to Custodian for each Loan subject to such Transaction, and (ii) with respect to the purchase of Wet-Ink Mortgage Loans, prior to 11:00 a.m., New York City time, on the Business Day prior to the purchase of such Wet-Ink Mortgage Loans by a Buyer, the applicable Seller shall notify the related Buyer and the Disbursement Agent of an estimate of the Purchase Price for of such TransactionWet-Ink Mortgage Loans and such Seller shall give the related Buyer and the Custodian notice of any proposed purchase, which in prior to 4:00 p.m. New York City time on the case of proposed Purchase Date (also a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred “Notice Date”) and deliver a Transaction Notice, a Loan Schedule and a Computer Tape to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), Buyer and (iii) a copy of the original Custodial Certification issued by Custodian. In addition to other information provided on the applicable Custodian to Notice Date, the Loan applicable Seller or the related TrustOriginator, as applicable, showing that applicable shall simultaneously deliver by electronic mail the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications applicable notice set forth herein as Exhibit C which shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth included in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default The related Seller shall have occurred and be continuing, enter into a Transaction for the purchase of repurchase Purchased Loans or a Certificate, as applicable, by transferring to from the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Date for the price indicated in Section 15. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan. The related Seller is obligated to obtain the Purchased Loans from the related Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Loan or any Loan held that is repurchased by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by related Seller on the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In Transaction unless the related Buyer is otherwise notified by the related Seller at least one (1) Business Day prior to any such eventRepurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the related Repurchase Date on which for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gc) If a Seller intends to repurchase any repurchases Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase DateDate for such Purchased Loans, such Seller shall give prior written notice thereof indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain or incur arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30 day period (“Breakage Costs”). The related Buyer by 2:00 p.m. (New York City time) on shall deliver to the date related Seller a statement setting forth the amount and basis of repurchase..If such notice is given, the Repurchase Price specified determination of any Breakage Costs in such notice shall be due and payable on detail as determined in good faith by the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by related Buyer to be materialadequate, then Buyer shall give Sellers prompt notice thereof and, so long as it being agreed that such condition remains in effect, Buyer statement and the method of its calculation shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, adequate and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of and binding upon such Seller, absent manifest error. The provisions of this Section 3(c) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any each Purchased Loan Asset (but liquidation or any Loan held foreclosure proceeds received by Buyer shall be applied to reduce the TrustRepurchase Price except as otherwise provided herein). Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (fb) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset that is a Loan that is repurchased by Seller on the 10th day of each month (or, if such 10th day is not a Business Day, the immediately following Business Day) and each Purchased Asset that is an LLC Interest that is repurchased by Seller on the 20th day of each month (or, if such 20th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by Seller to Buyer for such a repurchase on at least one Business Day’s prior notice to Buyer, a “Repurchase Date,” which term shall also include the date determined by application of Section 20) shall automatically become subject to a new Transaction..In such event, Transaction unless Buyer is notified by Seller at least one Business Day prior to the related Repurchase Date; provided that, if the Repurchase Date on which so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Purchased Asset subject to a Transaction, unless otherwise agreed, (x) with respect to the LLC Interests, to the extent Buyer does not have access to such report through Citibank, N.A., Seller shall provide to Buyer the most recent Trustee Report immediately upon Seller’s receipt of same, (y) the accrued and unpaid Price Differential shall be calculated beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Date and settled in cash on each related Repurchase Date, Date and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If . In the event a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans Pricing Rate is based on any day a LIBO Rate that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer fixed for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In period, Agent shall establish a LIBO Rate on each Business Day, based on one-month LIBO Rate for each such day, and the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive Pricing Rate will change upon each change in the absence of manifest errorLIBO Rate. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such Seller, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such the Seller’s directiondesignee, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety reduction. (90j) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject 1. On or before the Initial Purchase Date, each Originator will sell or contribute to Seller, pursuant to the terms Sale and conditions Contribution Agreement, all of such Originator’s right, title and interest in and to all of the Program DocumentsTransferred Receivables owned by such Originator as of the close of business on the business day immediately preceding such Initial Purchase Date. After the date hereof, Buyer shalleach Originator may from time to time sell or contribute to Seller all of such Originator’s right, title and interest in and to additional Transferred Receivables. Each Originator will sell or contribute the Transferred Receivables to Seller only in accordance with respect the Sale and Contribution Agreement. All actions required under the Uniform Commercial Code as in effect in each applicable jurisdiction to perfect and continue the perfection of the ownership interest of Seller in and to the Committed Amount Transferred Receivables have been and may, with respect will be duly made. 2. The Transferred Receivables will be sold to Seller or contributed to the Uncommitted Amountcapital of Seller, as requested the case may be, by the Originators without recourse on account of credit problems of obligors under the Transferred Receivables (“Obligors”) and without any warranty of collectibility or any other warranty as to the ability of Obligors to make payments on the Transferred Receivables. As set forth in Section 2.06 of the Sale and Contribution Agreement, the parties thereto intend that the transfer of the Transferred Receivables pursuant to the Sale and Contribution Agreement constitute an irrevocable and absolute sale or capital contribution thereof. 3. Pursuant to the Sale and Contribution Agreement, each Originator represents and warrants, among other things, that it will possess title to each of those Transferred Receivables immediately prior to such sale, free and clear of any adverse claims. 4. Pursuant to the Guaranty (as that term is defined in Exhibit A), GI Originator will unconditionally and irrevocably guaranty the full and timely performance of the obligations required to be performed by GCI Originator and GLCC Originator under the Transaction Documents. 5. Pursuant to the Sale and Contribution Agreement and the Tax Indemnification Agreement (as that term is defined in Exhibit A), each Originator will indemnify Seller against certain claims; but that indemnification has not, does not and will not include any indemnification that has the effect of recourse to the Originators for nonpayment of any Transferred Receivable originated by any Originator due to credit problems, bankruptcy or insolvency of the Obligor on the Transferred Receivable. 6. The consideration received and to be received by the Originators on account of the transfer of the Transferred Receivables pursuant to the Sale and Contribution Agreement constitutes reasonably equivalent value and fair consideration. As consideration for Transferred Receivables transferred by the Originators to Seller on the Initial Purchase Date or any Daily Settlement Date, Seller will pay an amount equal to the fair market value of such Transferred Receivables, as agreed between Seller and the relevant Originator. The Sale and Contribution Agreement is commercially reasonable and has reflected and reflects a Seller, enter into Transactions transaction which is not less favorable to any party to the Sale and Contribution Agreement than could be obtained in a comparable transaction with a Purchase Price not to exceed unaffiliated third parties. 7. As set forth in Section 2.02 of the Maximum Aggregate Purchase Price..With respect to CertificatesSale and Contribution Agreement, the Purchase Price under the Sale and Contribution Agreement will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligationpaid to each Originator in cash, subject to the terms and conditions of the Program Documentsor, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed the relevant Originator, as capital contributed by Buyerthat Originator to Seller, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amountor a combination thereof. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement8. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller Except with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase repurchase or replacement of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan or any Loan held by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be certain Transferred Receivables as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion Section 2.04 of the Repurchase Price allocable Sale and Contribution Agreement, no Originator has the right or option to reclaim any Loans on any day that is not Transferred Receivable or to substitute or accept a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result retransfer of any of the foregoing Transferred Receivables. Under Section 2.04 of the Sale and Contribution Agreement, each Originator is required to increase repurchase or replace any Transferred Receivable, which Transferred Receivable was determined by Seller, Servicer or Agent not to have been an Eligible Receivable at the cost time of purchase of such Transferred Receivable by Seller from such Originator. In the event such Transferred Receivable is repurchased, the relevant Originator will repurchase the Transferred Receivable for a repurchase price equal to Buyerthe outstanding principal balance of such Transferred Receivable. In the event such Transferred Receivable is replaced with a substantially similar Eligible Receivable, by an amount which Buyer deems any portion of the outstanding principal balance of such Transferred Receivable in excess of the outstanding principal balance of the Transferred Receivable being replaced will be paid to be material, of effecting or maintaining purchases hereunderthe applicable Originator, or credited as a capital contribution by the applicable Originator. 9. The Obligors have been or will be instructed to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions make payments with respect to additional Loans Transferred Receivables only to one or Certificates hereundermore lock-box accounts as provided in the Sale and Contribution Agreement and the Receivables Purchase Agreement. Under the Security Agreements (as that term is defined in Exhibit A), the GI Originator and GLCC Originator have granted to Agent, as collateral security for their obligations under clause 5.02(c) of the Receivable Purchase Agreement to remit or procure that all Receivables be remitted to a lock-box account and their obligations under their respective Security Agreement, a present and continuing security interest in such lock-box accounts and all monies, checks, instruments and other items of value of those Originators paid, deposited, credited, held or otherwise in the possession or under the control of, or in transit to, the Lock-Box Banks (as that term is defined in the Receivables Purchase Agreement), and Sellers shall, at their option, either (a) pay any proceeds of the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..foregoing. In the event Sellers elect any Collections (as that term is defined in the Receivables Purchase Agreement) on the Transferred Receivables are received by an Originator, such Originator shall take reasonable steps to pay ensure that those Collections are promptly deposited into a lock-box account. On each business day, the Repurchase Price and Lock-Box Banks will transfer all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled Collections held in the lock-box accounts as of the close of the immediately preceding business day to a refund concentration account held by GI Originator. Under the Greif Security Agreement (as that term is defined in Exhibit A), GI Originator has granted to Agent, as collateral security for its obligations under clause 5.02(c) of the Receivable Purchase Agreement to remit or procure that all Receivables be remitted to a prolock-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after box account and its obligations under the date on which such payment Greif Security Agreement, a present and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or continuing security interest in the interpretation or application thereof or compliance concentration account. On each business day, the Concentration Account Bank (as that term is defined in the Receivables Purchase Agreement) will transfer all Collections held in the concentration account to a securities account held by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy Seller in the name of Seller. Under the Seller Security Agreement (whether or not having the force of law) from any Governmental Authority made subsequent as that term is defined in Exhibit A), Seller has granted to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital Agent, as a consequence of collateral security for its obligations hereunder to under the Receivables Purchase Agreement, a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, present and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive continuing security interest in the absence securities account. While there is some commingling in the accounts of manifest error. (j) Provided no Default or Event of Default has occurred and is continuingCollections on Transferred Receivables with collections on other Receivables owned by Seller, Sellers may request that Buyer agree to extend the Termination Date such commingling will only exist for a period of one hundred eighty (180) days by providing month before the occurrence of a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior reconciliation of the Collections attributed to the Termination Transferred Receivables, which amounts will be distributed pursuant to the Receivables Purchase Agreement, and those collections attributable to other Receivables owned by Seller, if any, which amounts will be paid to Seller. 10. The transfer of Transferred Receivables by the Originators to Seller pursuant to the Sale and Contribution Agreement is intended by the Originators and Seller to be treated as a sale, or a contribution to capital, as the case may be, and not as a loan. The accounting records and the financial statements of the Originators will show clearly that, for accounting purposes, the Transferred Receivables have been sold by the Originators. 11. All of the Transferred Receivables will be owned by the Originators, free and clear of any adverse claim, at the time of transfer. Seller will accept the conveyance of Transferred Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, those assets (other than any adverse claim arising solely as a result of any action taken by Seller under the Sale and Contribution Agreement). Each of the Transaction Documents has reflected and continues to reflect a bona fide transaction which has arms’ length terms and which has been or will be undertaken in good faith for legitimate business purposes. 12. There is no agreement or provision in the Transaction Documents that provides that the Originators will, after the transfer of the Transferred Receivables under the Sale and Contribution Agreement, retain any interest whatsoever as owner of the Transferred Receivables. However, as a matter of administrative convenience, pursuant to the Receivables Purchase Agreement and the Administration Agreement (as that term is defined in Exhibit A), Seller has authorized GI Originator, subject to certain limitations, to service, collect and administer the Transferred Receivables. GI Originator (in its capacity as servicer, “Servicer”) will be entitled to receive a servicing fee for performing the services as set forth in Section 2.05(a) of the Receivables Purchase Agreement. The Receivables Purchase Agreement is commercially reasonable and has reflected and reflects a transaction which is not less favorable to either party to the Receivables Purchase Agreement than could be obtained in a comparable transaction with unaffiliated third parties. 13. Pursuant to the Receivables Purchase Agreement, Seller has transferred and assigned and will transfer and assign Receivables Interests (as defined in the Receivables Purchase Agreement) to Purchaser, in exchange for advances of the purchase price therefor, as described in the Receivables Purchase Agreement. 14. On the Initial Purchase Date, but no later than sixty (60) days prior Seller will transfer to Purchaser Receivables Interests in the Termination Transferred Receivables purchased by Seller on the Initial Purchase Date; provided , and will receive approximately $ from Purchaser in payment of the purchase price therefor. 15. The Obligors have not and will not be notified of the transfer of the Transferred Receivables by the Originators to Seller and the subsequent sale of an interest therein by Seller to Purchaser unless Purchaser exercises its right to direct Seller or Servicer to notify the Obligors. There are valid business reasons for not notifying the Obligors of the sale of the Transferred Receivables, including that such extension notification could confuse some Obligors and could lead to defaults and to increased administrative burdens in servicing the Transferred Receivables. However, the Originators and Seller have filed or caused to be filed UCC Financing Statements, which filings constitute public notice of the Termination Date shall be at Buyer’s sole discretion and shall be effective on transfer of the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such dateTransferred Receivables to Seller.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect from time to the Uncommitted Amount, as requested by a Sellertime in its sole discretion, enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: on the Notice Date (i) a Transaction Notice, a Loan Schedule and a Electronic Data File to Buyer and Custodian, and (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable Mortgage File to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are Loan subject to Exceptionssuch Transaction. Upon Buyer agreeing to enter into such proposed Transaction, and the time the related Loan Documents have been released in accordance with the terms Buyer shall promptly deliver to Seller a confirmation of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement have no obligation to enter into purchase any Purchased Loans hereunder if, as a Transaction and confirm the terms result of such Transactionpurchase, by delivering the then aggregate outstanding Purchase Price would exceed the Maximum Aggregate Purchase Price. It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the related Seller a Funding Notice specifying contrary, the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date facility provided under this Agreement is an uncommitted facility and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into any Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or . (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the Purchased Loans from Buyer or any Loan held by its designee (including the TrustCustodian) at Seller’s expense on (or after) the related Repurchase Date. (fc) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer Seller may request that a Purchased Loan that is notified repurchased by the Sellers Seller on the Repurchase Date become subject to the contrary not later than 11:00 a.m. New York City time a new Transaction by delivering notice of such request to Buyer at least two one (21) Business Days Day prior to any such Repurchase Date, on each related ; provided that if the Repurchase Date each Purchased Asset so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically become subject reset to a new Transaction..In such eventthe Termination Date, and the related Repurchase Date on which such Transaction becomes subject provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such date. Upon Buyer agreeing to enter into such proposed Transaction, Buyer shall promptly deliver to Seller a confirmation of such new Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect from time to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, time enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) . Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice (which shall clearly indicate those Loans that are intended to be Wet or Dry Loans) substantially in the form of Exhibit D hereto (a “Transaction Notice”), appropriately completed, and a Loan Schedule to Buyer and the Custodian, and (ii) an estimate of the Purchase Price Mortgage File to the Custodian for each Loan (other than Wet Loans) proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date. Such Transaction Notice shall include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial AgreementTransaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction)Price, Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of event that the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement parties hereto desire to enter into a Transaction and confirm the on terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms than as set forth in this Agreement and the terms set forth in any Funding Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the terms of such Funding Notice shall control to Purchase Date, the extent that Purchase Price, the Funding Notice notes such conflict Pricing Rate therefor and specifies that the Funding Notice shall controlRepurchase Date. By entering into in to a Transaction with Buyer, each Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Funding Notice..The Funding NoticeConfirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Transaction Notice and Confirmation, if any, relates. (c) Upon . In the event of any conflict between this Agreement and a Seller’s request to enter into a Transaction pursuant to Section 3(a)Confirmation, Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default the terms of the Confirmation shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring control with respect to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateTransaction. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan or any Loan held by the Trust. (f) Provided that no Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset shall automatically become subject to a new Transaction..In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by a Seller, enter into Transactions with a Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust... Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect up to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions . All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such Seller, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Custodial Agreement. Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers Seller shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Seller’s expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Seller shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Seller shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety reduction. (90j) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers Seller of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers Seller shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, Buyers may enter into Transactions with a an aggregate Purchase Price for all Purchased Loans acquired by all Buyers not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates. Unless otherwise agreed, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions (i) with respect to the Uncommitted Amountpurchase of Loans that are Dry Mortgage Loans, which Transactions with respect Seller shall give the related Buyer and Custodian notice of any proposed purchase by delivering on the proposed purchase prior to 11:00 a.m. New York City time two (2) Business Days prior to the Uncommitted Amount shall be entered into in proposed Purchase Date (the sole discretion of Buyer..Unless otherwise agreed by Buyerdate on which such notice is so given, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. “Notice Date”) (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (iA) a Transaction Notice, a Loan Schedule and a Computer Tape to the related Buyer and Custodian, and (B) the Mortgage File to Custodian for each Loan subject to such Transaction, and (ii) with respect to the purchase of Wet-Ink Mortgage Loans, prior to 3:00 p.m., New York City time, on the Business Day prior to the purchase of such Wet-Ink Mortgage Loans by a Buyer, Seller shall notify the related Buyer of an estimate of the Purchase Price for of such TransactionWet-Ink Mortgage Loans and Seller shall give the related Buyer and Custodian notice of any proposed purchase and shall deliver a Transaction Notice, which in a Loan Schedule, a Computer Tape and the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred Escrow Letter to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In additionBuyer, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on Disbursement Agent and Custodian, each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of applicable delivery times specified in the Custodial AgreementAgreement and the Disbursement Agreement (also, a “Notice Date”). Each Transaction In addition to other information provided on the applicable Notice shall specify the proposed Purchase Date, Purchase Price (which Seller or Guarantor, as applicable shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth simultaneously deliver by electronic mail the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms applicable notice set forth in Exhibit A to the Master Loan Sale Agreement which shall be included in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default Seller shall have occurred and be continuing, enter into a Transaction for the purchase of repurchase Purchased Loans or a Certificate, as applicable, by transferring to from the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Seller is obligated to obtain the Purchased Loans from the related Buyer or any Loan held by its designee (including the Trust. Custodian) at Seller’s expense on (for after) the related Repurchase Date. Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer the Seller may request that each Purchased Loan that is notified repurchased by Seller on the Sellers Repurchase Date become subject to a new Transaction by delivering notice of such request to the contrary not later than 11:00 a.m. New York City time related Buyer at least two one (21) Business Days Day prior to any such Repurchase Date, on each related ; provided that if the Repurchase Date each Purchased Asset so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically become subject reset to a new Transaction..In such eventthe Termination Date, and the related Repurchase Date on which such Transaction becomes subject provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gc) If a Seller intends to repurchase any repurchases Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase DateDate for such Purchased Loans, such Seller shall give prior written notice thereof indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain or incur arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30 day period (“Breakage Costs”). The related Buyer by 2:00 p.m. (New York City time) on shall deliver to Seller a statement setting forth the date amount and basis of repurchase..If such notice is given, the Repurchase Price specified determination of any Breakage Costs in such notice shall be due and payable on detail as determined in good faith by the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by related Buyer to be materialadequate, then Buyer shall give Sellers prompt notice thereof and, so long as it being agreed that such condition remains in effect, Buyer statement and the method of its calculation shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, adequate and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of and binding upon Seller, absent manifest error. The provisions of this Section 3(c) shall survive termination of this Agreement and the repurchase of all Purchased Loans subject to Transactions hereunder. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any each Purchased Loan Asset (but liquidation or any Loan held foreclosure proceeds received by Buyer shall be applied to reduce the TrustRepurchase Price except as otherwise provided herein). Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at Seller's expense on (or after) the related Repurchase Date. (fb) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset that is repurchased by Seller on the 10th day of each month (or, if such 10th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date," which term shall also include the date determined by application of Section 20) shall automatically become subject to a new Transaction..In such event, Transaction unless Buyer is notified by Seller at least one Business Day prior to the related Repurchase Date; provided that, if the Repurchase Date on which so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Purchased Asset subject to a Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be calculated beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Date and settled in cash on each related Repurchase Date, Date and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter; provided that, upon written request delivered to Buyer not less than two Business Days prior to a Purchase Date, Seller may request that Buyer quote a Pricing Rate that will be based on a fixed one-, two- or three-month LIBOR rate; provided further, however, that not more than five Transactions shall be subject to different LIBOR rates at any time. In the event the Pricing Rate is based on a fixed LIBOR rate, Agent shall establish LIBOR on the Business Day prior to the related Purchase Date, and the Pricing Rate will remain fixed for the related 30, 60 or 90 day period. In the event the Pricing Rate is based on LIBOR that is not fixed for any such period, Agent shall establish LIBOR on each Business Day, based on one-month LIBOR for each such day, and the Pricing Rate will change upon each change in LIBOR. (gc) If a Seller intends to repurchase any repurchases Purchased Assets or pay for which the portion Pricing Rate is a fixed rate on any date prior to the last day of the Repurchase Price allocable to any Loans 30, 60 or 90 day period for which such rate is fixed or if Seller repurchases Purchased Assets on any day that which is not a Repurchase DateDate for such Purchased Assets, such Seller shall give prior written notice thereof indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30, 60 or 90 day period. Buyer by 2:00 p.m. (New York City time) on shall deliver to Seller a statement setting forth the date amount and basis of repurchase..If such notice is given, the Repurchase Price specified determination of any Breakage Costs in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change detail as determined in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed good faith by Buyer to be materialadequate, then Buyer shall give Sellers prompt notice thereof and, so long as it being agreed that such condition remains in effect, Buyer statement and the method of its calculation shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, adequate and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of and binding upon Seller, absent manifest error. This Section shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect shall from time to the Committed Amount and may, with respect to the Uncommitted Amount, time as requested by a Seller, enter into Transactions with a such Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction with a Seller by delivering to Buyer: (i) to Buyer and Custodian a Transaction Notice, (ii) to Buyer and Custodian an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Eligible Loans owned by or proposed to be transferred to purchased on the related Trust represented by such Certificate Purchase Date (which estimate may be included in a Transaction Notice), and (iii) a copy of to Custodian, the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Eligible Loan are held proposed to be included in a Transaction by the Custodian under times set forth in the Custodial Agreement without Exceptions..A copy of Agreement, each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, Rate and Repurchase Date... In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan... Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that such Seller proposes propose to include in the related Transaction. Buyer shall notify the related Seller Sellers of its agreement to enter into a Transaction and confirm the terms of such Transaction, Transaction by delivering to the related Seller Sellers a Funding Purchase Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction purchase on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related TrustDate, and any other terms of the related Transaction... In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller Sellers to Buyer and Custodian and the terms set forth in the related Funding Purchase Notice delivered by Buyer to such SellerSellers, the terms of the related Funding Purchase Notice shall control absent manifest error..control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Purchase Notice, the terms of such Funding Purchase Notice shall control to the extent that the Funding Purchase Notice notes such conflict and specifies that the Funding Purchase Notice shall control. By entering into a Transaction with Buyer, each Seller consents consent to the terms set forth in the related Funding Purchase Notice... The Funding Purchase Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller Sellers with respect to the Transaction to which the Funding Purchase Notice relates. (c) Pursuant to the Custodial Agreement, Custodian will be required to review any Loan Documents delivered with respect to the Loans prior to 2:00 p.m. (New York City time) on any Business Day on the same day. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by Custodian, including but not limited to the Loans that are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In accordance with the times specified in the Custodial Agreement, Custodian will be required to deliver to Buyer, on each Purchase Date, one or more Trust Receipts (as defined in the Custodial Agreement). The original copies of such Trust Receipts shall be delivered to 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service. (d) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for purchase the purchase of Eligible Loans or a Certificate, as applicable, included in the related Purchase Notice by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the (pursuant to written wire transfer instructions provided by such SellerSeller on or prior to such Purchase Date), the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by Date and not later than the related Trust and included time set forth in the related Funding Notice..Each Seller acknowledges Custodial Agreement. Sellers acknowledge and agrees agree that the Purchase Price paid and determined based on the Market Value of in connection with any Loans related to Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocated to the portion of the related such Purchased Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer in connection with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased CertificateLoan. (de) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets Loans hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional purchase Loans or Certificates hereunder, and Seller Sellers shall, at its their option, either (a) pay repurchase the Repurchase Price and all other Obligations Purchased Loans then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement subject to a Transaction or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining purchasing and holding the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effectiveLoans. (ef) Sellers shall repurchase the related Purchased Assets Loans from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Loan Loan. Sellers are obligated to obtain the related Purchased Loans from Buyer or any Loan held by its designee (including Custodian) at Sellers’ expense on (or after) the Trustrelated Repurchase Date. (fg) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied and provided further no Event of Default shall have occurred and be continuing, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset Loan shall automatically become subject to a new Transaction... In such event, the related Repurchase Date on which such Transaction becomes subject to a new Transaction shall become the “Purchase Date” for such Transaction. Sellers shall deliver an updated Transaction Notice with respect to such Purchased Loans. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (gh) If a Seller intends Sellers intend to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that which is not a Repurchase Date, such Seller Sellers shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the Business Day prior to the date of repurchase... If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (hi) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoto Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes)condition; and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer Sellers shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation promptly to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) receivable thereafter incurred. If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer from time to time, Sellers shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety reduction. (90j) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers a Seller shall be conclusive in the absence of manifest error. (jk) Provided no Default or Event of Default has occurred and is continuingWith respect to Loans subject to Transactions, Sellers may request that Buyer agree a Seller may, from time to extend the Termination Date for a period of one hundred eighty (180) days time, by providing a written request for such extension Transaction Notice to Buyer, notify Buyer no earlier than of its intention to transfer its rights and obligations with respect to one hundred twenty (120) days prior or more Purchased Loans to the Termination Dateother Seller. In connection with any such transfer, but no later than sixty (60the transferring Seller shall repurchase the related Loan(s) days prior to from Buyer, and simultaneously with such transfer, the Termination Date; provided that other Seller shall sell such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.Loan(s)

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date... Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any each Purchased Loan Asset (but liquidation or any Loan held foreclosure proceeds received by Buyer shall be applied to reduce the TrustRepurchase Price except as otherwise provided herein). Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date. (fb) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer is notified by the Sellers to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each related Repurchase Date each Purchased Asset that is repurchased by Seller on the 10th day of each month (or, if such 10th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by Seller to Buyer for such a repurchase on at least one Business Day’s prior notice to Buyer, a “Repurchase Date,” which term shall also include the date determined by application of Section 20) shall automatically become subject to a new Transaction..In such event, Transaction unless Buyer is notified by Seller at least one Business Day prior to the related Repurchase Date; provided that, if the Repurchase Date on which so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Purchased Asset subject to a Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be calculated beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Date and settled in cash on each related Repurchase Date, Date and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. (g) If . In the event a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans Pricing Rate is based on any day a LIBO Rate that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer fixed for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In period, Agent shall establish a LIBO Rate on each Business Day, based on one-month LIBO Rate for each such day, and the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive Pricing Rate will change upon each change in the absence of manifest errorLIBO Rate. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of repurchase all Purchased Assets from the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer Buyers on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for each such Trust, including but not limited to the Loans which are subject to Exceptions, and the time the related Loan Documents have been released in accordance with the terms of the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price (which shall in all events be at least equal to $1,000,000 on each day that there is a Transaction), Pricing Rate, and Repurchase Date..In addition, each Transaction Notice shall set forth the related portion of the Purchase Price for such Transaction that is allocable to each individual Loan..Each Transaction Notice shall include a Loan Schedule in respect of the Loans proposed to be sold or owned by the related Trust represented by the Certificate that . Seller proposes to include in the related Transaction. Buyer shall notify the related Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction, by delivering to the related Seller a Funding Notice specifying the Loans or Trust Certificates Buyer agrees to include in such Transaction on the related Purchase Date and the portion of the related aggregate Purchase Price allocable to each Loan to be purchased or owned by the related Trust, and may also repurchase any other terms of the related Transaction..In the event of a conflict between the terms set forth in the Transaction Notice delivered by a Seller to Buyer and the terms set forth in the related Funding Notice delivered by Buyer to such Seller, the terms of the related Funding Notice shall control absent manifest error..In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict and specifies that the Funding Notice shall control. By entering into a Transaction with Buyer, each Seller consents to the terms set forth in the related Funding Notice..The Funding Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Funding Notice relates. (c) Upon a Seller’s request to enter into a Transaction Purchased Assets pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, enter into a Transaction for the purchase of Loans or a Certificate, as applicable, by transferring to the related Seller or at such Seller’s direction, via wire transfer in accordance with the written wire transfer instructions provided by such Seller, the Purchase Price in immediately available funds on the related Purchase Date..With respect to each Certificate, the Purchase Price shall be determined using the Market Value of the Loans owned by the related Trust and included in the related Funding Notice..Each Seller acknowledges and agrees that the Purchase Price paid and determined based on the Market Value of any Loans related to any Transaction includes a mutually negotiated premium allocated to the portion of the related Loans that constitutes the related Servicing Rights, which Servicing Rights shall be owned by the Buyer with respect to Purchased Loans and by the related Trust with respect to Purchased Certificates..No additional Loans may be contributed to any Trust represented by a Purchased Certificate following the initial Purchase Date related to such Purchased Certificate. (d) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate: (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; (ii) Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely to adequately cover the cost to Buyer of purchasing and holding the Purchased Assets hereunder; or (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate; then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Seller shall, at its option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Seller’s receipt of such notice from Buyer and terminate this Agreement or (b) pay a Pricing Rate at a rate per annum as determined by Buyer taking into account the increased cost to Buyer of maintaining the Transactions..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (e) Sellers shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date..11 hereof. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to a Mortgaged Property related to a any Purchased Loan Asset (but liquidation or any Loan held foreclosure proceeds received by a Buyer with respect to a Mortgaged Property related to a Purchased Asset shall be applied to reduce the TrustRepurchase Price with respect to such Purchased Asset except as otherwise provided herein). Seller is obligated to obtain the Purchased Assets from the applicable Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date, unless such Purchased Assets become subject to a new Transaction pursuant to Section 3(b). (fb) Provided that no Default shall the applicable conditions in Sections 10(a) and (b) have occurred and be continuingbeen satisfied, unless Buyer each Eligible Asset that is notified repurchased by Seller on the Sellers 10th day of each calendar month (or, if such 10th day is not a Business Day, the immediately following Business Day) following the Purchase Date related to such Eligible Asset (the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such day of the month so determined for each month, a “Repurchase Date, on each related Repurchase Date each Purchased Asset ,” which term shall also include the date determined by application of Section 20) shall automatically become subject to a new Transaction..In such event, Transaction unless the Agent is notified otherwise by Seller at least one Business Day prior to the related Repurchase Date; provided, that, if the Repurchase Date on which so determined is later than the Termination Date, the Repurchase Date for such Transaction becomes subject shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall become the “Purchase Date” for expire on such Transactiondate. For each new Purchased Asset subject to a Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be calculated for the period beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Date and (together with any additional Price Differential accrued with respect to such Transaction and not previously paid to the applicable Buyer) settled in cash on each related Repurchase DateDate by means of a payment by Seller to the Agent, and (z) on behalf of the Pricing Rate applicable Buyer, at an account designated by the Agent. The Repurchase Price and, if applicable, Purchase Price to be paid on a Repurchase Date shall be paid as set forth in the Pricing Side LetterSection 15 hereof. (g) If a Seller intends to repurchase any Purchased Assets or pay the portion of the Repurchase Price allocable to any Loans on any day that is not a Repurchase Date, such Seller shall give prior written notice thereof to Buyer by 2:00 p.m. (New York City time) on the date of repurchase..If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid. (h) If any change in a Requirement of Law after the date hereof (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever (excluding Excluded Taxes, Other Taxes, and any Tax imposed on or with respect to payments made under any Program Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (iii) shall impose on Buyer any other condition (other than taxes); and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. (i) If Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then Buyer shall give Sellers prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to enter into Transactions with respect to additional Loans or Certificates hereunder, and Sellers shall, at their option, either (a) pay the Repurchase Price and all other Obligations then due and owing hereunder within thirty (30) days of Sellers’ receipt of such notice from Buyer and terminate this Agreement or (b) promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for any such reduction that was incurred by Buyer within ninety (90) days of Buyer’s notice thereof..In the event Sellers elect to pay the Repurchase Price and all other Obligations and terminate this Agreement pursuant to clause (a) above, Sellers shall be entitled to a refund of a pro-rated portion of any Commitment Fee actually paid by Sellers with respect to any period after the date on which such payment and termination become effective. If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Sellers of the event by reason of which it has become so entitled providing reasonable supporting detail as to such additional amounts..A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Sellers shall be conclusive in the absence of manifest error. (j) Provided no Default or Event of Default has occurred and is continuing, Sellers may request that Buyer agree to extend the Termination Date for a period of one hundred eighty (180) days by providing a written request for such extension to Buyer no earlier than one hundred twenty (120) days prior to the Termination Date, but no later than sixty (60) days prior to the Termination Date; provided that such extension of the Termination Date shall be at Buyer’s sole discretion and shall be effective on the then current Termination Date and any Transactions outstanding on the then current Termination Date shall be terminated and new Transactions shall be entered into as of such date.