Common use of Initiation Clause in Contracts

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer.

Initiation. (i) Unless otherwise agreed, the Sellers shall request that the Buyer enter into a Transaction with respect to any Eligible Mortgage Loans by delivering to the Buyer a copy of the applicable Assignment and Conveyance from the related Originator to the related Seller, and a Transaction Notice, as early as practicable, but no later than three (3) days prior to the proposed Purchase Date. Buyer shall have the right to review the information set forth on the Transaction Notice, Confirmation, the Underwriting Package and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. For the avoidance of doubt, each Seller shall deliver one (1) Confirmation with respect to each type of Eligible Mortgage Loan subject to the proposed Transaction. (ii) Upon Seller’s request to enter into a Transaction Request or pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 and have been met, on the requested Purchase Price Increase RequestDate, as applicableBuyer may, in its sole discretion purchase the Eligible Mortgage Loans included in the related Confirmation pursuant to the terms of this Agreement. (iii) Any additional terms with respect to a Transaction that the Buyer and the related Seller may agree upon, such additional terms not to be inconsistent with the terms of this Agreement, shall be evidenced by a written confirmation from the Buyer to such Seller on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or requested Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction Date in the form of Exhibit A ▇-▇, ▇-▇, ▇-▇ or A-4, as applicable, attached hereto or(in each case, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Delivery of a Confirmation shall set forth (A) be deemed a representation and warranty that the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable related Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Confirmation or other information or otherwise disclosed to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this AgreementBuyer in writing. The related Seller shall execute and return the Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 12:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. The related Seller shall deliver a fully executed Assignment and Conveyance with respect to each Purchased Loan on each Purchase Date. In connection with a Margin Excess pursuant to Section 7(c) hereof, the Sellers shall deliver to Buyer a confirmation in the form of Exhibit E attached hereto in connection with the related Additional Purchase Price. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iiiiv) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivv) Subject Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the terms and conditions provisions of this AgreementSection 3, during such period the aggregate Purchase Price for the related Transaction shall then be made available to the related Seller may sellby Buyer transferring, repurchase and resell Purchased Assetsvia wire transfer, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyeraggregate amount of such Purchase Prices in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, [***] (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, [***] (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price, in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Underlying Purchased Assets to be sold in such requested Transaction. evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Available Committed Purchase Price, in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Underlying Purchased Assets to be sold in such requested Transaction. evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) On the initial Purchase Date, PMC and POP have each pledged their rights in and to the REO Subsidiary Interests to Buyer. The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Eligible Assets to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller Sellers promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase PricePrice or Purchase Price Increase, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Repurchase Agreement. Seller The Sellers shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York City time) on the date one (1) Business Day prior to the related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than 48 hours after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction (including Purchase Price Increases related to addition of Contributed Assets to the REO Subsidiary, from time to time) shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the Sellers no more than two (2) Business Days after the date the Confirmation was received by Sellers or unless a corrected Confirmation is sent by Buyer. An objection sent by the Sellers must state specifically the portion which is objected to, must specify the provision(s) being objected to by Sellers, must set forth such provision(s) in the manner that Sellers believe they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Sellers. (iv) Subject to the terms and conditions of this Agreement, during such period Seller any or all Sellers may sell, repurchase and resell Purchased AssetsEligible Mortgage Loans, Pledged Assets, Underlying Assets Eligible REO Properties and Eligible Assets Rental Properties hereunder. (v) No later than the date and time set forth in the Custodial Agreement, the applicable Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset made subject to a Transaction. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price or Purchase Price Increase, as applicable, will then be purchased made available to the Sellers by BuyerBuyer transferring, via wire transfer, in the aggregate amount of such Purchase Price or Purchase Price Increase, as applicable, in funds immediately available.

Initiation. (ia) Seller shall deliver initiate a Transaction by delivering to Buyer, electronically or in writing, a Transaction Request or Purchase Price Increase Request, as applicable, and a Collateral Data Record for each Mortgage Loan subject to Buyer the Transaction Request on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orDeadline; provided, solely with respect to a Direct Disbursement Transactionhowever, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. that Seller shall execute and return the Confirmation use reasonable efforts to provide Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date at least one (1) Business Day prior notice if Seller intends to initiate a Transaction where the aggregate Purchase Price of the Mortgage Loans subject to the related Purchase DateTransaction will be equal to or greater than fifty million dollars ($50,000,000). Thereafter, Buyer shall confirm to Seller the terms of such Transaction electronically or in writing. If Seller fails to consummate the Transaction after Seller has submitted a Collateral Data Record(s) in connection with such Transaction, Seller shall reimburse Buyer for any out-of-pocket losses, costs and expenses incurred by Buyer in connection with such failure to consummate the Transaction, including, without limitation, costs relating to re-employment of funds obtained by Buyer and fees payable to terminate the arrangements through which such funds were obtained. In addition, if Buyer has disbursed any funds in connection with any Transaction and Seller cancels or otherwise fails to consummate the Transaction, Seller shall pay Buyer interest on such funds from the date of disbursement until, but not including, the date the funds are returned to Buyer. (iib) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date[intentionally left blank]. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (ivc) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (vd) No Except for Wet Mortgage Loans, no later than the date and time set forth in the Custodial AgreementTransaction Request Deadline, Seller shall deliver to the Custodian the Asset File Collateral Documents pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. With respect to Wet Mortgage Loans, Seller shall deliver the Collateral Documents to Custodian within the Wet Loans Maximum Dwell Time. (e) Subject to Seller’s compliance with the provisions of this Section 3.3, the Purchase Price will then be made available to the related Approved Payee on the related Purchase Date by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior as specified in the Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the Customer Guide. Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price Increase Request does not exceed the Maximum Committed Purchase Price, in which case Buyer shall include an fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Asset Schedule with respect to submitted through the Underlying Assets to be sold in such requested TransactionWarehouse Electronic System. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail Seller by the end of the day on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related each Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than a Wet Loan) to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) As soon as available, but in no event later than [***] Business Days prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase Request, as applicable(ii) an Asset Schedule, and (iii) any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. If each of the conditions precedent in this Section 3 hereof have been met as determined by Buyer in its sole discretion, Buyer shall (i) confirm the terms of each the proposed Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set setting forth (A) the Purchase DateDate therefor, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionRate, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (1) Business Day prior and in any event to arrive no later than the [***] after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to a Transaction. (v) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the aggregate Purchase Price will then be purchased made available to Seller by BuyerBuyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Underlying Assets Authoritative Copy of the related eNote to be sold delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (iii) Following receipt of such request, Buyer shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced LEGAL02/40558019v11 on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer The Agent on or prior to behalf of the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Buyers purchased the REO Subsidiary Interests with respect to the Underlying Assets REO Subsidiary. As soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Agent (i) a Transaction Request, (ii) an Asset Schedule, and (iii) any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase and the proposed REO Properties to be sold transferred to the REO Subsidiary, the material characteristics of such Mortgage Loan(s) and REO Properties and the characteristics of the Purchased Assets. Seller shall also deliver to Agent such other information as may be reasonably requested by the Agent to assess such Mortgage Loan(s) and REO Properties. Seller shall involve Agent in such requested Transactionall aspects of due diligence as Agent shall deem necessary in its sole discretion. Buyer Agent shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans and Eligible REO Properties proposed to be subject to a Transaction as Agent determines during normal business hours. If each of the conditions precedent in this Section 3 have been met as determined by Agent in its sole discretion, Agent shall confirm the terms of each the proposed Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set setting forth (A) the Purchase DateDate therefor, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionRate, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer Agent via facsimile or electronic e-mail on or prior to 5:00 p.m. to[***] (New York City time) on the date one related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (1) Business Day prior and in any event to arrive no later than the [***] after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Mortgage Loan or REO Property made subject to a Transaction. (v) Upon Agent’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the aggregate Purchase Price will be made available to Seller, with respect to each (x) Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Agent’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Agent transferring, via wire transfer in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) hereof and (y) Wet-Ink Mortgage Loan, by Agent transferring to the Disbursement Agent via wire transfer pursuant to the Wire Instructions the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be purchased refunded to Agent on the same Business Day by BuyerDisbursement Agent transferring, via wire transfer pursuant to Agent’s Wire Instructions, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Agent a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the EverBank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orEverBank Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction, substantially in the form attached as Exhibit B hereto. The Transaction Request shall specify any additional terms or conditions of the Transaction agreed to by Seller and Buyer and not inconsistent with this Agreement. Each Transaction Request, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Transaction Request relates, and Buyer’s disbursement and Seller’s acceptance of the related proceeds shall constitute Buyer’s and Seller’ agreement to the terms of such Transaction Request. It is the intention of the parties that each Transaction Request shall not be separate from this Agreement but shall be made a part of this Agreement. In the event that any terms or conditions of any Transaction Request are inconsistent, or in direct conflict, with this Agreement, the terms of this Agreement shall prevail; provided that the Transaction Request and this Agreement shall be construed to be cumulative to the extent possible. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sellsell to Buyer, repurchase from Buyer and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (viv) No later than Subject to the date and time set forth provisions of this Section 3, the Purchase Price shall then be made available to Seller by Buyer transferring, via wire transfer, in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyeraggregate amount of such Purchase Price in immediately available funds.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the TIAA Bank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(v) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the TIAA Bank Warehouse Customer Guide. Following receipt of such request, Buyer may, for any Mortgage Loans not subject to the Committed Sublimit, and shall, for any Mortgage Loans subject to the Committed Sublimit, agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties’ agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orTIAA Bank Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the TIAA Bank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. Except with respect to the Committed Sublimit, this Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationTIAA Bank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the TIAA Bank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) On the initial Purchase Date, PMC and POP will pledge their rights in and to the REO Subsidiary Interests to Buyer. The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Eligible Assets to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller Sellers promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase PricePrice or Purchase Price Increase, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Repurchase Agreement. Seller The Sellers shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York City time) on the date one (1) Business Day prior to the related Purchase Date, with the executed and acknowledged original Confirmation to follow via overnight delivery (and in any event to arrive no later than 48 hours after the related Purchase Date). (ii) The Repurchase/Release Repurchase Date for each Transaction (including Purchase Price Increases related to addition of REO Property to New REO Subsidiary, from time to time) shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the Sellers no more than two (2) Business Days after the date the Confirmation was received by Sellers or unless a corrected Confirmation is sent by Buyer. An objection sent by the Sellers must state specifically the portion which is objected to, must specify the provision(s) being objected to by Sellers, must set forth such provision(s) in the manner that Sellers believe they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Sellers. (iv) Subject to the terms and conditions of this Agreement, during such period Seller any or all Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets Eligible Mortgage Loans and Eligible Assets REO Properties hereunder. (v) No later than the date and time set forth in the Custodial Agreement, the applicable Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset made subject to a Transaction. (vi) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price or Purchase Price Increase, as applicable, will then be purchased made available to the Sellers by BuyerBuyer transferring, via wire transfer, in the aggregate amount of such Purchase Price or Purchase Price Increase, as applicable, in funds immediately available.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans, as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Notice, (ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer such other information as may be reasonably requested by the Buyer to assess such Mortgage Loan(s). Seller shall involve Buyer in all aspects of due diligence as Buyer shall deem necessary in its sole discretion. Buyer shall have the right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction as Buyer determines during normal business hours. Seller shall deliver to Buyer a Confirmation no later than [***] prior to a proposed Purchase Date and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer may in its sole discretion, fund the related Purchase Price Increase Request, as applicable, on the Purchase Date and such funding shall be deemed to Buyer on or prior to be Buyer’s acceptance of the date and time terms of the proposed Transaction set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return deliver the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Mortgage Loan made subject to a Transaction. (v) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the aggregate Purchase Price will be made available to Seller (x) with respect to each Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Buyer transferring, via wire transfer (pursuant to the related wire transfer instructions set forth on Exhibit E hereto) in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) and (y) with respect to each Wet-Ink Mortgage Loan, by Buyer transferring to the Disbursement Agent via wire transfer (pursuant to the related wire transfer instructions set forth on Exhibit E hereto) the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be purchased refunded to Buyer on the same Business Day by BuyerDisbursement Agent transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Buyer a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the TIAA Bank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the TIAA Bank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orTIAA Bank Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the TIAA Bank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationTIAA Bank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***]Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the TIAA Bank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of Seller under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) (or 3(b)(x) with respect to Wet-Ink Mortgage Loans) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller the Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreement, The applicable Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by Buyerthe Buyer in accordance with (A) Section 3(b)(vii), with respect to Mortgage Loans other than Wet-Ink Mortgage Loans, and (B) Section 3(b)(x), with respect to Wet-Ink Mortgage Loans. (v) Subject to the provisions of this Section 3, the Purchase Price will then be made available to the Sellers by the Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available. (vi) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) The conditions set forth in subsection (b)(x) of this Section shall have been satisfied. (B) The full amount of the Estimated Purchase Price shall be deemed to have been made on the Purchase Date for all purposes hereunder. (C) Upon receipt of the final Wiring Schedule with respect to any Purchase Date, the Buyer shall determine the amount, if any, by which the Estimated Purchase Price deposited in the Wet-Ink Funding Account exceeds the Actual Purchase Price (such amount, the “Overestimate Amount”). The Buyer shall cause the Disbursement Agent to promptly wire such Overestimate Amount directly to the Buyer as a prepayment of the Transaction made on such Purchase Date.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, [***] on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, [***] on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Underlying Assets Authoritative Copy of the related eNote to be sold delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be LEGAL02/44212932v3 transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (iii) Following receipt of such request, ▇▇▇▇▇ shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) ▇▇▇▇▇’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more [***] after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more [***]after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) The Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an a Purchased Asset Schedule with respect to the Underlying Eligible Assets to be sold in such requested Transaction. Buyer shall confirm During the terms of each Transaction by issuing a written confirmation to the Seller promptly after extension periods specified in Section 3(e) hereof, the parties hereto shall not enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Dateany new Transactions. (ii) Following receipt of a Transaction Request and a Purchased Asset Schedule, Buyer shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Buyer by Seller hereunder. Buyer shall have the right to review all Eligible Assets proposed to be sold to Buyer and conduct its own due diligence investigation of such Eligible Assets as Buyer determines. Upon completion of its review, Buyer shall in its sole discretion determine whether to purchase such Eligible Assets. (iii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period the Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in Section 3(b)(viii), the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by the Buyer. (vi) Subject to the provisions of this Section 3, the Purchase Price will then be made available to the Seller by the Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans (including any Advanced Holdback Amount related thereto), as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase Request, as applicable(ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall confirm have the terms of each Transaction by issuing a written confirmation right to review the Seller promptly after information set forth on the parties enter into such Transaction in Asset Schedule and the form of Exhibit A attached hereto or, solely with respect Eligible Mortgage Loans proposed to be subject to a Direct Disbursement Transaction, be deemed Transaction as Buyer determines during normal business hours. Seller shall deliver to confirm Buyer a Confirmation no later than [***] prior to a proposed Purchase Date and such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth for such Transaction (A) the Purchase Date, (B) the aggregate Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionPurchase Price, (E) the applicable Purchase Price PercentagesPercentage, (F) to the extent such requested Transaction relates to any Advanced Holdback Amount, the amount of such Advanced Holdback Amount together with such other information as requested by Buyer and (FG) additional terms or conditions not inconsistent with this Agreement, confirming the terms agreed upon between Buyer and Seller for such Transaction and attaching the final Asset Schedule, and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer shall, up to the Committed Purchase Price and, in excess thereof, may in its sole discretion, fund the related Purchase Price on the Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Confirmation. Seller shall execute and return the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset Mortgage Loan made subject to a Transaction. (v) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) and subject to the provisions of this Section 3, the aggregate Purchase Price will then be purchased made available to Seller by BuyerBuyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [*] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [*]. Following receipt of such request, Buyer shall include an Asset Schedule agree to enter into such requested Transaction, so long as (1) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller may additionally request that Buyer purchase a Principal Advance made with respect to a Purchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer at least [*] prior to the Underlying Assets requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, so long as (x) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be sold purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, Buyer shall fund the Purchase Price in respect of such requested additional Principal Advance in accordance with this Agreement. Any purchase by Buyer of a Principal Advance will increase the Purchase Price and Repurchase Price of the related Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the purchase of such Principal Advance and any such Principal Advance purchased by Buyer hereunder shall constitute part of the related Purchased Mortgage Loan. Buyer’s funding the Purchase Price of the Transaction pursuant to a Transaction Request and Seller’s acceptance thereof (or direction to pay to its designee), will constitute the parties agreement to enter into such Transaction. The Purchase Price for each Eligible Mortgage Loan will be made available to Seller by Buyer transferring, the aggregate amount of such Purchase Price to any applicable Warehouse Lender, to the Approved Originator (together with the additional amount due to such Approved Originator in connection with the purchase of such Mortgage Loan received from Seller) and if none, or for amounts in excess of amounts due to the Warehouse Lender, to or at the direction of the Seller. Upon remittance of the Purchase Price to Seller and/or Warehouse Lender, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation Confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the by [*] on each Purchase Date or Additional Advance Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Dateas applicable. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [*] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [*]. Following receipt of such request, Buyer shall include an Asset Schedule with respect agree to the Underlying Assets to be sold in enter into such requested Transaction. , so long as (1) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall confirm fund the terms of each Transaction by issuing Purchase Price in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller may additionally request that Buyer purchase a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely Principal Advance made with respect to a Direct Disbursement TransactionPurchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer at least [*] prior to the requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction so long as (a “Confirmation”). Such Confirmation shall x) each of the conditions and other contractual requirements set forth herein are satisfied (Aincluding, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Date, (B) Price does not exceed the Maximum Aggregate Purchase Price, (C) Buyer shall fund the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) in respect of such additional terms or conditions not inconsistent Principal Advance in accordance with this Agreement. Seller shall execute Any purchase by Buyer of a Principal Advance will increase the Purchase Price and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to Repurchase Price of the related Purchase Date.Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than [*] after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that ▇▇▇▇▇’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [*] after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the earlier of (a) with respect to any Purchased Mortgage Loan that is a HomeSafe Standard, a HomeSafe Select or a HomeSafe Flex, [*] after the initial Purchase Date for such Transaction and (b) with respect to any Purchased Mortgage Loan, the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (vi) Upon ▇▇▇▇▇’s receipt of the Trust Receipt (accompanied by a Custodial Mortgage Loan Schedule) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller Sellers shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction, substantially in the form attached as Exhibit B hereto. The Transaction Request shall specify any additional terms or conditions of the Transaction agreed to by Sellers and Buyer and not inconsistent with this Agreement. Each Transaction Request, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Sellers with respect to the Transaction to which the Transaction Request relates, and Buyer's disbursement and any Seller's acceptance of the related proceeds shall constitute Buyer's and Sellers' agreement to the terms of such Transaction Request. It is the intention of the parties that each Transaction Request shall not be separate from this Agreement but shall be made a part of this Agreement. In the event that any terms or conditions of any Transaction Request are inconsistent, or in direct conflict, with this Agreement, the terms of this Agreement shall prevail; provided that the Transaction Request and this Agreement shall be construed to be cumulative to the extent possible. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller Sellers may sellsell to Buyer, repurchase from Buyer and resell Purchased Assets, Pledged Assets, Underlying Assets and to Buyer Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in Section 3(b)(vi), the Custodial Agreement, Seller Sellers shall deliver to the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (v) Subject to the provisions of this Section 3, the Purchase Price will then be made available to Sellers by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Seller may request a Transaction hereunder on any Business Day by delivering to Buyer a Mortgage Loan Schedule through the Warehouse Electronic System with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth Wet Delivery Deadline. (iii) Following receipt of such request, Buyer may, in Section 4(b)(vii) prior its sole discretion, agree to entering enter into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the EverBank Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orEverBank Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial AgreementSection 3(b)(vii), Seller shall deliver to Buyer (x) the Custodian the Asset Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or and to Custodian at least [***] prior to each Purchase Date and as specified in the date and time set forth Custodial Agreement, together with evidence of such Eligible Mortgage Loan satisfactory to Buyer in Section 4(b)(vii) its sole discretion, prior to entering into any Transaction. Such Each Transaction Request or shall request Purchase Price Increase Request in an amount equal to at least [***]. Following receipt of such request, Buyer shall include an Asset Schedule agree to enter into such requested Transaction, so long as (1) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(a) and Section 3(b)), and (2) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. With respect to HomeSafe Selects and HomeSafe Flexes only, Seller may additionally request that Buyer purchase a Principal Advance made with respect to a Purchased Mortgage Loan by delivering a Transaction Request with respect to such Principal Advance to Buyer at least [***] prior to the Underlying Assets requested Additional Advance Date together with evidence of such Principal Advance satisfactory to Buyer in its sole discretion. Following receipt of such request, so long as (x) each of the conditions and other contractual requirements set forth herein are satisfied (including, without limitation, the conditions precedent set forth in Section 3(b)), (y) the Repurchase Date for such Principal Advance requested to be sold purchased is the same as the Repurchase Date for the related Purchased Mortgage Loan and (z) after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Purchase Price, Buyer shall fund the Purchase Price in respect of such requested additional Principal Advance in accordance with this Agreement. Any purchase by Buyer of a Principal Advance will increase the Purchase Price and Repurchase Price of the related Purchased Mortgage Loan that is already owned by Buyer hereunder at the time of the purchase of such Principal Advance and any such Principal Advance purchased by Buyer hereunder shall constitute part of the related Purchased Mortgage Loan. Buyer’s funding the Purchase Price of the Transaction pursuant to a Transaction Request and Seller’s acceptance thereof (or direction to pay to its designee), will constitute the parties agreement to enter into such Transaction. The Purchase Price for each Eligible Mortgage Loan will be made available to Seller by Buyer transferring, the aggregate amount of such Purchase Price to any applicable Warehouse Lender, to the Approved Originator (together with the additional amount due to such Approved Originator in connection with the purchase of such Mortgage Loan received from Seller) and if none, or for amounts in excess of amounts due to the Warehouse Lender, to or at the direction of the Seller. Upon remittance of the Purchase Price to Seller and/or Warehouse Lender, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation Confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the by [***] on each Purchase Date or Additional Advance Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Dateas applicable. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than [***] after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than [***] after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the earlier of (a) with respect to any Purchased Mortgage Loan that is a HomeSafe Standard, a HomeSafe Select or a HomeSafe Flex, [***] after the initial Purchase Date for such Transaction and (b) with respect to any Purchased Mortgage Loan, the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Mortgage Loan Schedule) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) The Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(viii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Transaction Mortgage Loans to be sold in made subject to such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation and shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, if applicable, (D) the Pricing Rate applicable to the Transaction, and (E) the applicable Purchase Price Percentages. If each of the conditions precedent in this Section 3 hereof have been met as determined by Buyer, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to may, in its sole discretion, fund the related Purchase DatePrice on the requested Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Transaction Request. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each ConfirmationTransaction Request, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderMortgage Loans. (v) No In connection with each Transaction, Seller shall cause a fully executed and completed Participation Certificate to be issued and delivered to the Custodian for authentication and delivery of a copy thereof to Buyer on or before the Purchase Date. Pursuant to the Custodial Agreement, Custodian shall hold the Participation Certificate for the exclusive use and benefit of Buyer, as Buyer’s bailee, and shall deliver a facsimile copy of the Participation Certificate to Buyer upon authentication. The Participation Certificate shall evidence the entire Pooled Loan Ownership Interest in the Pooled Loan. The Participation Certificate shall, by its terms, cease to evidence a Pooled Loan Ownership Interest (i) (A) with respect to any Agency Security issued by G▇▇▇▇▇ M▇▇, when Buyer is registered as the registered owner of such Security on G▇▇▇▇▇ Mae's central registry and (B) with respect to any Agency Security issued by F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac, the later than to occur of (x) the issuance of the related Agency Security and (y) the transfer of all of the right, title and ownership interest in that Agency Security to Buyer or its designee; or (ii) in the event of a Securities Issuance Failure, a purchase of the entire Participation Certificate by Seller in an amount equal to the Repurchase Price. (vi) In the event that Buyer rejects a Transaction Request for any reason and/or does not transmit the Purchase Price, (i) any Participation Certificate delivered to Custodian in anticipation of such purchase shall automatically be null and void and shall be returned by Custodian to Seller and (ii) if Buyer shall nevertheless receive any portion of the related Take-out Price, Buyer shall pay such Take-out Price to Seller in accordance with Seller’s Wire Instructions on the date of receipt thereof by Buyer if Buyer receives such portion of the Take-out Price prior to 1:00 p.m., New York City time and time otherwise, on the next Business Day. (vii) Upon Buyer’s receipt of the Participation Certificate in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to the Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available. (viii) The terms and conditions of the purchase of each Participation Certificate shall be as set forth in this Agreement and in each Participation Certificate. Each Participation Certificate shall be deemed to incorporate, and Seller shall be deemed to make as of the applicable dates specified herein, for the benefit of Buyer, the representations and warranties set forth herein in respect of such Participation Certificate and the Mortgage Loans evidenced by such Participation Certificate. (ix) Buyer and any transferee under the Participation Certificate shall be entitled during the term in which a Participation Certificate remains in force and effect to sell, transfer, assign, pledge, or otherwise dispose of such Participation Certificate in accordance with the terms of the Custodial Agreement, all without the consent of Seller. Seller agrees to treat any registered holder of the Participation Certificate as the sole beneficial owner of the Pooled Loans evidenced thereby, all as further provided in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer.

Initiation. (i) Prior to the occurrence of an Event of Default, with respect to any proposed Transaction for Eligible Mortgage Loans, as soon as available, but in no event later than [***] prior to a proposed Purchase Date, Seller shall deliver to Buyer (i) a Transaction Request or Purchase Price Increase RequestNotice, as applicable(ii) an Asset Schedule, and (iii) the Underwriting Package and any other related information available to Seller at that time which, collectively, shall identify the proposed Mortgage Loan(s) for purchase, the material characteristics of such Mortgage Loan(s) and the characteristics of the Purchased Assets. Seller shall also deliver to Buyer on or prior such other information as may be reasonably requested by the Buyer to the date and time set forth assess such Mortgage Loan(s). Seller shall involve Buyer in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request all aspects of due diligence as Buyer shall include an Asset Schedule with respect to the Underlying Assets to be sold deem necessary in such requested Transactionits sole discretion. Buyer shall confirm have the terms of each right to review the information set forth on the Asset Schedule and the Eligible Mortgage Loans proposed to be subject to a Transaction by issuing as Buyer determines during normal business hours. Seller shall deliver to Buyer a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (each a “Confirmation”). Such ) no later than [***] prior to a proposed Purchase Date and such Confirmation shall set forth for such Transaction (A) the Purchase Date, (B) the aggregate Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the TransactionPurchase Price, (E) the applicable Purchase Price PercentagesPercentage, and (F) additional terms or conditions not inconsistent with this Agreement, confirming the terms agreed upon between Buyer and Seller for such Transaction and attaching the final Asset Schedule, and, if each of the conditions precedent in this Section 3 hereof have been met, as determined by Buyer, Buyer may in its sole discretion, fund the related Purchase Price on the Purchase Date and such funding shall be deemed to be Buyer’s acceptance of the terms of the proposed Transaction set forth in the Confirmation. Seller shall execute and return the final Confirmation to Buyer via facsimile or electronic e-mail on or prior to 5:00 p.m. [***] (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the then current Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Mortgage Loan made subject to a Transaction. (v) Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the aggregate Purchase Price will be made available to Seller (x) with respect to each Purchased Asset which is not a Wet-Ink Mortgage Loan, upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial Agreement (in any event on or prior to the related Purchase Date) by Buyer transferring, via wire transfer in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 9(b) and (y) with respect to each Wet-Ink Mortgage Loan, by Buyer transferring to the Disbursement Agent via wire transfer the aggregate amount of such Purchase Price in funds immediately available; provided that to the extent funds are disbursed to the Disbursement Agent and a Wet-Ink Mortgage Loan is not funded, such funds shall be purchased refunded to Buyer on the same Business Day by BuyerDisbursement Agent transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available. (vi) With respect to any Wet-Ink Mortgage Loan subject to a Transaction, on the related Purchase Date and on each Business Day following such Purchase Date, no later than the time set forth in the Custodial Agreement, the Custodian shall deliver to Buyer a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Asset File has not been received by the Custodian (the “Wet-Aged Report”).

Initiation. (i) Seller shall will deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) above prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall will include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase Eligible Mortgage Loans hereunder and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunderenter into Transactions with respect to new Mortgage Loans with Buyer pursuant to the terms of this Agreement. (viii) No later than the date and time set forth in the Custodial Agreementabove, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (iv) Subject to the provisions of this Section 3, the Purchase Price will be transferred by Buyer, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available (i) with respect to Mortgage Loans for which a Warehouse Lender’s Release is delivered, to the Warehouse Lender (as defined in such Warehouse Lender’s Release), (ii) with respect to Mortgage Loans (other than Wet-Ink Mortgage Loans) for which a Seller’s Release is delivered, to the Seller or (iii) with respect to Wet-Ink Mortgage Loans, to the Settlement Agent. Notwithstanding anything to the contrary set forth herein, to the extent the Purchase Price will be funding a third party, Buyer may require Seller to make available certain funds necessary to account for the full price owed to such third party before Buyer shall remit such Purchase Price. Any shortfall between the Purchase Price remitted to such third party and the full price to be remitted to such third party to effectuate a full funding, release of lien or conveyance for the purchase of Mortgage Loans shall be remitted to the Operating Account by Seller and may be withdrawn by Buyer in order to fund such shortfall.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 2:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(viiWet Delivery Deadline. (iii) prior Following receipt of such request, Buyer may agree to entering enter into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the Warehouse Electronic System to Buyer on or prior as specified in the Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case Buyer shall fund the Purchase Price in accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Asset Schedule submitted through the Warehouse Electronic System. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail Seller by the end of the day on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related each Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer; provided that Buyer’s failure to issue a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than a Wet Loan) to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 1:00 p.m. (New York City time) on the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time Wet Delivery Deadline. (iii) Following receipt of such request, Buyer shall enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price (and may enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price), in Section 4(b)(viiwhich case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) prior Buyer’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof will constitute the parties agreement to entering enter into any such Transaction. Such Transaction Request or Upon remittance of the Purchase Price Increase Request shall include an Asset Schedule with respect to Seller, Seller hereby grants, assigns, conveys and transfers all of its rights in and to the Underlying Assets to be sold in such requested Transaction. Purchased Mortgage Loans evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to the Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vii) (or 3(b)(x) with respect to Wet-Ink Mortgage Loans) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Repurchase Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. (iv) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller the Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreement, The applicable Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset to be purchased by Buyerthe Buyer in accordance with (A) Section 3(b)(vii), with respect to Mortgage Loans other than Wet-Ink Mortgage Loans and Repurchased Mortgage Loans, (B) Section 3(b)(x), with respect to Wet-Ink Mortgage Loans and (C) Section 3(b)(xv) with respect to Repurchased Mortgage Loans. (v) Subject to the provisions of this Section 3, the Purchase Price will then be made available to the Sellers by the Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available. (vi) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) The conditions set forth in subsection (b)(x) of this Section shall have been satisfied. (B) The full amount of the Estimated Purchase Price shall be deemed to have been made on the Purchase Date for all purposes hereunder. (C) Upon receipt of the final Wiring Schedule with respect to any Purchase Date, the Buyer shall determine the amount, if any, by which the Estimated Purchase Price deposited in the Wet-Ink Funding Account exceeds the Actual Purchase Price (such amount, the “Overestimate Amount”). The Buyer shall cause the Disbursement Agent to promptly wire such Overestimate Amount directly to the Buyer as a prepayment of the Transaction made on such Purchase Date.

Initiation. (i) The applicable Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, through the MetLife Warehouse Electronic System to Buyer on or prior to the date and time set forth in Section 4(b)(vii3(b)(vi) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule with respect all information required by Buyer pursuant to the Underlying Assets MetLife Warehouse Customer Guide. Following receipt of such request, Buyer may agree to be sold in enter into such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orMetLife Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller ; provided that Buyer’s failure to enter the information into the MetLife Warehouse Electronic System shall execute and return not affect the Confirmation obligations of Sellers to Buyer via facsimile or electronic mail on or prior make any payment due with respect to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Datesuch Transaction. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationMetLife Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by the applicable Seller no more than two (2) Business Days after the Purchase Date of the Transaction. An objection sent by the applicable Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by such Seller, must set forth such provision(s) in the manner that such Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that a Seller accepts funding of the Transaction, Sellers shall be deemed to have consented to the terms of the Transaction as set forth in the MetLife Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) The Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period Seller prior to the Termination Date Sellers may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in Section 3(b)(vii), the Custodial Agreement, applicable Seller shall deliver to Buyer the Custodian the Asset (x) Mortgage Loan File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Subject to the provisions of this Section 3, the Purchase Price will then be made available to the applicable Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Sellers under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Sellers, jointly and severally, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof, if (x) on the related scheduled Purchase Date or within 2 Business Days thereafter such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest (A) at the Pricing Rate which would have been applicable had such Mortgage Loan become a Purchased Mortgage Loan, from the date so transferred until demand, and (B) unless earlier paid in full, from and after demand, until paid in full, at the Post-Default Rate.

Initiation. (i) Seller shall will deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior to the date and time set forth in Section 4(b)(vii) above prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall will include an Asset a Mortgage Loan Schedule with respect to the Underlying Assets Mortgage Loans to be sold in such requested Transaction. Buyer shall will confirm the terms of each such Transaction by issuing sending a written confirmation to the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Seller. Each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Repurchase Agreement, shall be is conclusive evidence of the terms of the Transaction(s) covered thereby. (ivii) If such Mortgage Loan to be sold in a requested Transaction is subject to the lien of a Warehouse Lender, Buyer has received from Seller (A) a Warehouse Lender’s Release and (B) the excess, if any, of the Warehouse Payoff Amount due such Warehouse Lender over the Purchase Price for such Mortgage Loan (“Warehouse Payoff Amount Shortage”). (iii) Subject to the terms and conditions of this Repurchase Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (viv) No later than the date and time set forth in the Custodial Agreementabove, Seller shall deliver to the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan to be purchased by Buyer. (v) Subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available.

Initiation. (i) If Seller wishes to enter into a Transaction hereunder with ▇▇▇▇▇, Seller shall deliver a Transaction Request or Purchase Price Increase Request, as applicable, to Buyer on or prior through the EverBank Warehouse Electronic System as specified in the EverBank Warehouse Customer Guide and to Custodian as specified in the date and time set forth in Section 4(b)(vii) Custodial Agreement prior to entering into any Transaction. Such Transaction Request or shall include all information required by Buyer pursuant to the EverBank Warehouse Customer Guide and by Custodian pursuant to the Custodial Agreement. Following receipt of such request, Buyer may in its sole discretion agree to enter into such requested Transaction, in which case it will fund the Purchase Price Increase Request shall include an Asset Schedule with respect therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction, and Seller’s acceptance thereof, will constitute the parties agreement to the Underlying Assets to be sold in enter into such requested Transaction. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to on the Seller promptly after the parties enter into such Transaction in the form of Exhibit A attached hereto orEverBank Warehouse Electronic System, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set including information that sets forth (A) the Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Repurchase Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement; provided that Buyer’s failure to enter the information into the EverBank Warehouse Electronic System shall not affect the obligations of Seller with respect to such Transaction. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller shall execute and return the Confirmation hereby acknowledges that Buyer is under no obligation to Buyer via facsimile agree to enter into, or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior enter into, any Transaction pursuant to the related Purchase Datethis Agreement. (ii) The Repurchase/Release Date for each Transaction shall not be later than information entered into the Termination Date. (iii) Each ConfirmationEverBank Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more than three (3) Business Days after the Purchase Date of the Transaction. An objection sent by Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the EverBank Warehouse Electronic System. All Transactions entered into on any Business Day shall be reflected in the Daily Activity Report on such Business Day. (iii) Except as otherwise provided in the definition of Termination Date, the Repurchase Date for each Transaction shall not be later than the Termination Date. (iv) Subject to the terms and conditions of this Agreement, during such period prior to the Termination Date, Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets Mortgage Loans hereunder. (v) No later than the date and time set forth in the Custodial Agreement, Seller shall deliver to Custodian (x) the Custodian the Asset Mortgage File pertaining to each Eligible Asset Mortgage Loan (other than Wet Mortgage Loans) to be purchased by Buyer, and (y) the Wet File for each Wet Mortgage Loan to be purchased by Buyer. (vi) Upon Buyer’s receipt of the Trust Receipt (accompanied by a Custodial Loan Transmission) in accordance with the Custodial Agreement and subject to the provisions of this Section 3, the Purchase Price will then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Price in funds immediately available, as provided in Section 9(b). (vii) In addition to the other payment and performance obligations of the Seller Parties under this Agreement and the other Facility Documents, in the event that Buyer transfers any amounts for the purchase of a Mortgage Loan as provided herein, Seller Parties, shall be fully, absolutely, and unconditionally obligated and liable to repay to Buyer the full amount thereof if (x) on the related scheduled Purchase Date such Mortgage Loan does not close, or (y) such Mortgage Loan otherwise fails to become a Purchased Mortgage Loan. Any amounts due pursuant to this Section 3(c)(vii) shall be payable on demand, and the unpaid amount thereof shall accrue interest at the Post-Default Rate from the date so transferred until paid in full.

Initiation. (i) Throughout each Business Day, Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, [***] on the requested Purchase Date and (B) with respect to Mortgage LEGAL02/45709332v2 Loans other than Wet Loans, [***] on the Business Day prior to the requested Purchase Date. (ii) Seller shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Transaction Request or Purchase Price Increase RequestWet Loan, as applicablein accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to Buyer each Wet Loan, on or prior to the date and time set forth in Section 4(b)(vii) prior to entering into any Transaction. Such Transaction Request or Purchase Price Increase Request shall include an Asset Schedule Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall cause (i) the Underlying Assets Authoritative Copy of the related eNote to be sold delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (collectively, the “eNote Delivery Requirements”). (iii) Following receipt of such request, ▇▇▇▇▇ shall agree to enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price, in which case Buyer shall remit the Purchase Price pursuant to the Seller’s Wiring Instructions. (iv) ▇▇▇▇▇’s remittance of the Purchase Price in connection with the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants, assigns, conveys and transfers all rights in and to the Purchased Assets evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System. (v) Buyer shall confirm the terms of each Transaction by issuing posting a written confirmation to Confirmation on the Seller promptly after Warehouse Electronic System by the parties enter into such Transaction in end of the form of Exhibit A attached hereto or, solely with respect to a Direct Disbursement Transaction, be deemed to confirm such terms upon issuing a disbursement in connection with such Transaction (a “Confirmation”). Such Confirmation shall set forth (A) the day on each Purchase Date, (B) the Purchase Price, (C) the Repurchase/Release Date, (D) the Pricing Rate applicable to the Transaction, (E) the applicable Purchase Price Percentages, and (F) additional terms or conditions not inconsistent with this Agreement. Seller shall execute and return the Each Confirmation to Buyer via facsimile or electronic mail on or prior to 5:00 p.m. (New York time) on the date one (1) Business Day prior to the related Purchase Date. (ii) The Repurchase/Release Date for each Transaction shall not be later than the Termination Date. (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered therebythereby unless objected to in writing by Seller no more [***] after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more [***]after the Confirmation was posted on the Warehouse Electronic System. (ivvi) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Pledged Assets, Underlying Assets and Eligible Assets hereunder. (v) No The Repurchase Date for each Transaction shall not be later than the date and time set forth in the Custodial Agreement, Seller shall deliver to the Custodian the Asset File pertaining to each Eligible Asset to be purchased by BuyerTermination Date.