0001193125-12-285438 Sample Contracts

AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 27th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York

This Amendment No. 3 (this “Amendment”), dated as of June 22, 2012, amends that certain Master Repurchase Agreement, dated as of May 17, 2011 (the “Agreement”), as previously amended by that certain Amendment No. 1, dated September 8, 2011, and that certain Amendment No. 2, dated May 15, 2012, among TH TRS Corp., as seller (the “Seller”), Two Harbors Investment Corp., as guarantor (the “Guarantor”), and Barclays Bank PLC, as purchaser and agent (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreement.

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AMENDMENT NO. 2 TO AMENDED AND RESTATED FORWARD AAA SECURITIES AGREEMENT
Forward Aaa Securities Agreement • June 27th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York

This Amendment No. 2 (this “Amendment”), dated as of June 22, 2012, amends that certain Amended and Restated Forward AAA Securities Agreement, dated as of December 28, 2011 (the “Agreement”), as previously amended by Amendment No. 1, dated as of May 15, 2012, between TH TRS Corp., as seller (the “Seller”) and Barclays Bank PLC, as initial purchaser (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreement.

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