Common use of VFN Draws, Discretionary Paydowns and Permanent Reductions Clause in Contracts

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period on which a Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder of a Class A-2 Note and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders to fund a VFN Principal Balance increase in the amount specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the VFN Principal Balance, but not in excess of the Maximum VFN Principal Balance. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reduction, the VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the VFN Holder shall fund the VFN Principal Balance increase by remitting pro rata (based on such Holder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from VFN Holders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each VFN Holder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c).

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause the Collateral Test to be violated. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by the later of (i) 2:00 p.m. Eastern Time New York City time on such Funding DateDate or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By With respect to each VFN, by no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the related Maximum VFN Principal Balance. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) By With respect to each VFN: (a) with respect to any request related to any increase in the Uncommitted VFN Principal Balance, by no later than 1:00 3:00 p.m. Eastern Time on the second Business Day and (b) with respect to any request related to any increase in the Committed VFN Principal Balance, by no later than 3:00 p.m. Eastern Time on the second Business Day; in each case prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause the Collateral Test to be violated. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) noon Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 prior to the end of the day (no later than 6:00 p.m. Eastern Time Time) on such Funding Date, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement or an Assignment and Recognition Agreement and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but which increase shall not be in excess of the Maximum VFN Principal Balancelesser of (a) the related Borrowing Capacity and (b) the amount that would cause the Collateral Test to be violated. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Holders shall fund the VFN Principal Balance increase by remitting pro rata (based on such Holder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN Holders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN Holder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders toward the payment of the related New Receivables Funding Amount and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Holder does not fund its share of a requested VFN draw, one or more other VFN Holders may fund all or a portion of such draw, but no other VFN Holder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) By no later than 1:00 p.m. Eastern Time New York City time on the second (2nd) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to the Administrative Agent, each Holder Noteholder of a Class A-2 Note such Variable Funding Notes, and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause the Collateral Test to be violated; provided, however, no VFN Principal Balance increase shall be funded if the related VFN Note Balance Adjustment Request is delivered after 1:00 p.m. New York City time on the second (2nd) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN; provided further that no such VFN Note Balance Adjustment Request shall be sent more frequently than twice per calendar week, unless otherwise agreed by the relevant Noteholders. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent Agent, each Noteholder of such Variable Funding Notes, and the Indenture Trustee of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 1:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 the later of (i) 3:00 p.m. Eastern Time New York City time on such Funding DateDate or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN Draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement (or to fund Receivables previously purchased pursuant to the Receivables Pooling Agreement) and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) (1) By no later than 1:00 p.m. Eastern Time New York City time on the second (2nd) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to the Administrative Agent, each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase relating to Escrow Advances or Corporate Advances, on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal Balance or (y) the amount that would cause the Collateral Test to be violated and (2) by no later than 10:00 a.m. New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which any applicable Variable Funding Note Class is Outstanding, the Issuer may deliver, or cause to be delivered, to each Noteholder of such Variable Funding Notes and to the Indenture Trustee a VFN Note Balance Adjustment Request for such upcoming Funding Date, requesting such Noteholders to fund a VFN Principal Balance increase relating solely to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances, on any Class or Classes of VFNs in the amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal Balance or (y) the amount that would cause the Collateral Test to be violated; provided, however, if the VFN Note Balance Adjustment Request with respect to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances is delivered after 10:00 a.m. New York City time and before 12:00 noon New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN, the Late VFN Note Balance Adjustment Request Fee shall be incurred on the total VFN Principal Balance increase that was funded on the upcoming Funding Date (including VFN Principal Balance increases relating to Escrow Advances and Corporate Advances) despite the late delivery of the VFN Note Balance Adjustment Request relating to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances; provided, further, no VFN Principal Balance increase shall be funded with respect to any Escrow Advance and Corporate Advance if the related VFN Note Balance Adjustment Request is delivered after 1:00 p.m. New York City time on the second (2nd) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN, and no VFN Principal Balance increase shall be funded with respect to any Delinquency Advance or Delinquent MBS Mortgage Repurchase Advances if the related VFN Note Balance Adjustment Request is delivered after 12:00 noon New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN; provided further that no such VFN Note Balance Adjustment Request shall be sent more frequently than twice per calendar week, unless otherwise agreed by the relevant Noteholders. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent Agent, each Noteholder of such Variable Funding Notes, and the Indenture Trustee of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 1:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 the later of (i) 3:00 p.m. Eastern Time New York City time on such Funding DateDate or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN Draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement (or to fund Receivables previously purchased pursuant to the Receivables Pooling Agreement) and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause the Collateral Test to be violated. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by the later of (i) 2:00 p.m. Eastern Time New York City time on such Funding DateDate or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN (other than a MBS Advance VFN): (i) From time to time, the Collateral Value may increase due to (i) the addition of Mortgage Loans to the Originated MSR Portfolio or the Purchased MSR Portfolio, as applicable, (ii) increases in the value of the MSRs that underlie the Originated MSR Portfolio and the Purchased MSR Portfolio or (iii) increases in the Advance Reimbursement Balance, as applicable. By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Interim Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is OutstandingOutstanding (or after the Revolving Period but prior to an Event of Default with the consent of the Administrative Agent with respect to any, or all, of the VFNs), the Issuer Administrator, on behalf of the Issuer, may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause a Borrowing Base Deficiency. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. The amount to be funded shall be based on the change in the related Collateral Value from the most recent Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reduction, the VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, and the Administrative Agent agrees, in its sole discretion, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the related Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by the later of (i) 2:00 p.m. Eastern Time New York City time on such Funding Date, or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to Receivables to be purchasedincrease, the Collateral Test no Borrowing Base Deficiency will continue to be satisfied, and no Principal Payment Condition will exist thereafterexist, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on a password-protected portion of its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts as described in Section 4.3(c). If on any Funding Date there is more than one Series of MSR VFNs or more than one Series of SPIA VFNs, in each case with Outstanding Variable Funding Notes, VFN Draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods (or after the Revolving Period but prior to an Event of Default with the consent of the Administrative Agent with respect to any, or all, of the VFNs) with the same designation based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN Draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only to purchase new Participation Certificates and to fund the creation or acquisition of the servicing rights related to additional Mortgage Pools under existing Participation Certificates (in the case of MSR VFNs), to fund the acquisition of additional Advance Reimbursement Amounts related to the Portfolio Mortgage Loans (in the case of SPIA VFNs) or to increase the value of the related Participation Certificates pursuant to the PC Repurchase Agreement in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By With respect to each VFN, by no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause the Collateral Test to be violated. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the VFNs each Outstanding Class of VFNs, on the upcoming Interim Payment Date or Payment Date. Each VFN Note Balance Adjustment Request shall also specify the amount, if any, that relates to the funding of Receivables attributable to the Servicing Agreements listed on Schedules 1-A or 11. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance 77 increase by remitting pro rata (based on such HolderNoteholder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the related Maximum VFN Principal Balance. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Holders shall fund the VFN Principal Balance increase by remitting pro rata (based on such Holder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN Holders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN Holder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Holder does not fund its share of a requested VFN draw, one or more other VFN Holders may fund all or a portion of such draw, but no other VFN Holder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN (other than a MBS Advance VFN): (i) From time to time, the Collateral Value may increase due to (i) the addition of Mortgage Loans to the MSR Portfolio, (ii) increases in the value of the MSRs that underlie the MSR Portfolio or (iii) increases in the Advance Reimbursement Balance, as applicable. By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Interim Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is OutstandingOutstanding (or after the Revolving Period but prior to an Event of Default with the consent of the Administrative Agent with respect to any, or all, of the VFNs), the Issuer Administrator, on behalf of the Issuer, may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal BalanceBalance or (y) the amount that would cause a Borrowing Base Deficiency. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. The amount to be funded shall be based on the change in the related Collateral Value from the most recent Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reduction, the VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders of each Series shall fund the VFN Principal Balance for such Series increase by remitting pro rata (based on such HolderNoteholder’s percentage of the related Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by the later of (i) 2:00 p.m. Eastern Time New York City time on such Funding Date, or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to Receivables to be purchasedincrease, the Collateral Test no Borrowing Base Deficiency will continue to be satisfied, and no Principal Payment Condition will exist thereafterexist, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically make available on a password-protected portion of its website to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount Amounts as described in Section 4.3(c). If any VFN Noteholder in respect of a Series does not fund its share of a requested VFN Draw, one or more other VFN Noteholders of such Series may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only to purchase new Participation Certificates and to fund the creation or acquisition of the servicing rights related to additional Mortgage Pools under existing Participation Certificates (in the case of MSR VFNs), to fund the acquisition of additional Advance Reimbursement Amounts related to the Portfolio Mortgage Loans (in the case of SPIA VFNs) or to increase the value of the related Participation Certificates pursuant to the PC Repurchase Agreement in a manner that would not be in violation of any term hereof (including in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN: (i) By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders Noteholders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the related Maximum VFN Principal Balance. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving PeriodPeriod for such VFN, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such HolderNoteholder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN HoldersNoteholders) by 2:00 p.m. Eastern Time New York City time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN HolderNoteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders Noteholders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. (i) By no later than 1:00 p.m. Eastern Time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period on which a any applicable Variable Funding Note Class A-2 Note is Outstanding, the Issuer may deliver, or cause to be delivered, to each Holder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Date, requesting such Holders to fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but which increase shall not be in excess of the lesser of (a) the Maximum VFN Principal BalanceBalance for such Class of VFN Notes minus the aggregate Invested Amount of such Class of VFN Notes prior to the funding on such Funding Date and (b) the related Series New Receivables Funding Amount for such Funding Date minus the related Series Funding Allocation Portion of any funds allocated and on deposit in the Collection and Funding Account pursuant to Section 4.4(e) or Section 4.5(a)(vi), as applicable. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reductionpermanent reduction, the applicable VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Holder Holders shall fund the VFN Principal Balance increase by remitting pro rata (based on such Holder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN Holders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each applicable VFN Holder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c). If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Holder does not fund its share of a requested VFN draw, one or more other VFN Holders may fund all or a portion of such draw, but no other VFN Holder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other.

VFN Draws, Discretionary Paydowns and Permanent Reductions. With respect to each VFN (other than a MBS Advance VFN): (i) From time to time, the Collateral Value may (A) increase due to (i) the addition of Mortgage Loans to the Portfolio, (ii) increases in the value of the MSRs that underlie the Portfolio or (iii) increases in the Advance Reimbursement Balance as applicable or (B) decrease due to (i) the removal of Excluded Assets in connection with a Permitted Disposition, (ii) decreases in the value of the MSRs that underlie the Portfolio or (iii) reimbursements of, or ineligibility with respect to, the Advance Reimbursement Balance. By no later than 1:00 p.m. Eastern Time New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which a any applicable Variable Funding Note Class A-2 Note is Outstandingoutstanding (or after the Revolving Period but prior to an Event of Default with the consent of the Administrative Agent with respect to any, or all, of the VFNs), the Issuer may Administrator, on behalf of the Issuer, shall deliver, or cause to be delivered, to each Holder Noteholder of a Class A-2 Note such Variable Funding Notes and to the Indenture Trustee a report (a “VFN Note Balance Adjustment Request”) for such upcoming Funding Interim Payment Date or Payment Date, requesting reflecting any increase or decrease in the Collateral Value and shall request an increase or decrease, as applicable, in the related VFN Principal Balance. If an increase in the VFN Principal Balance is necessitated by such Holders change in Collateral Value, the Administrator, on behalf of the Issuer, shall request that either the VFN Principal Balance is adjusted to reflect the increase or that the VFN Funding Sources fund a VFN Principal Balance increase on any Class or Classes of VFNs in the amount amount(s) specified in such request, which amount shall cause the VFN Principal Balance with respect to the Variable Funding Notes to equal the Maximum Permitted Amount but not exceed the Maximum VFN Principal Balance, and which request shall instruct the Indenture Trustee to recognize an such increase in the related VFN Principal Balance. If a decrease in the VFN Principal BalanceBalance is necessitated by such change in related Collateral Value, but not in excess the Administrator, on behalf of the Maximum Issuer, shall either adjust or pay down the VFN Principal BalanceBalance of each Outstanding Class of VFNs pro rata, based on their respective Note Balances, to remove any Borrowing Base Deficiency. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on the each outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date. (ii) From time to time, but not exceeding once per calendar month, during the Revolving Period, the Issuer may notify the Administrative Agent of a Permanent Reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such Permanent Reduction, the VFN Holders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii), the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance. (iii) If the related Funding Certification indicates that all Funding Conditions have been met, the VFN Holder shall fund the VFN Principal Balance increase by remitting pro rata (based on such Holder’s percentage of the VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 12:00 p.m. (noon) Eastern Time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from VFN Holders) by 2:00 p.m. Eastern Time on such Funding Date, so long as, after such increase and after giving effect to Receivables to be purchased, the Collateral Test will continue to be satisfied, and no Principal Payment Condition will exist thereafter, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall furnish electronically to the Issuer or its designee and each VFN Holder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Holders toward the payment of the related New Receivables Funding Amount as described in Section 4.3(c).